SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
DATE OF REPORT - MARCH 20, 2002
(Date of earliest event reported)
ALKERMES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-19267 23-2472830
(State of incorporation) (Commission file number) (IRS employer
identification
number)
64 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices, zip code)
AREA CODE (617) 494-0171
(Telephone number)
ITEM 5. OTHER INFORMATION.
On March 20, 2002, Alkermes, Inc., a Pennsylvania corporation
("Alkermes"), and Reliant Pharmaceuticals, LLC, a Delaware limited liability
company ("Reliant"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Alkermes, Reliant, New Alkermes, Inc., a Pennsylvania
corporation and a wholly-owned subsidiary of Alkermes ("New Alkermes"), Adams
Acquisition Sub, Inc., a Pennsylvania corporation and a wholly-owned subsidiary
of Alkermes and Revere Acquisition Sub, LLC, a Delaware limited liability
company and a wholly-owned subsidiary of Alkermes.
The transaction (the "Transaction") is structured as a tax-free
exchange, in which each member (other than Alkermes, which owns 5,000,000 Series
C Preferred Units of Reliant) and option holder of Reliant will receive 1.3297
shares of New Alkermes common stock for each Reliant unit held and each Alkermes
shareholder will receive one (1) share of New Alkermes common stock for each
share of Alkermes common stock held. New Alkermes will assume the "Alkermes,
Inc." name upon consummation of the Transaction.
Consummation of the Transaction is subject to various conditions,
including the approval by the shareholders of Alkermes and members of Reliant
and the receipt of customary regulatory approvals. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1 and a copy of the joint press
release of Alkermes and Reliant with respect to the Transaction is attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of March 20, 2002,
by and among Alkermes, Inc., New Alkermes, Inc., Adams
Acquisition Sub, Inc., Revere Acquisition Sub, LLC, and
Reliant Pharmaceuticals, LLC.
99.1 Joint Press Release issued by Alkermes, Inc. and Reliant
Pharmaceuticals, LLC, dated March 21, 2002.
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SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 26, 2002 Alkermes, Inc.
By: /s/ James M. Frates
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James M. Frates
Vice President, Chief Financial
Officer, and Treasurer
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ALKERMES, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger dated as of March 20, 2002, by
and among Alkermes, Inc., New Alkermes, Inc., Adams
Acquisition Sub, Inc., Revere Acquisition Sub, LLC, and
Reliant Pharmaceuticals, LLC.
99.1 Joint Press Release issued by Alkermes, Inc. and Reliant
Pharmaceuticals, LLC, dated March 21, 2002.
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