SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
April 28, 2005
Alpharma Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-8593 22-2095212
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(State or other jurisdiction of (Commission File (IRS Employer Identification)
incorporation) Number)
One Executive Drive, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(201) 947-7774
Not Applicable
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(Former name or former address, if changed since
last report)
This 8-K/A amends in its entirety the 8-K that was filed by the Company on
April 29, 2005.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
The Company has determined that it was not in compliance at December 31, 2004
and 2003 with certain debt covenants related to its 8 5/8% Senior Notes due
2011(the "Senior Notes") relating to the timely payments of liquidated damages
due to its Senior Note holders and timely filing of certain certificates
required in the covenants to the Senior Notes at December 31, 2004 and 2003. The
Company has subsequently cured the defaults relating to the liquidated damages
and certain of the certificates and intends to cure the remaining certificate
defaults concurrent with the filing of the 10-K/A discussed below.
In addition, certain defaults under the Senior Notes were also defaults under
certain covenants under the Company's Senior Credit Facility ("Senior Credit
Facility"). However, since these triggering defaults under the Senior Notes have
now been cured, and the Company has notified the Bank Administrative Agent of
the existence and subsequent cure of such defaults, these defaults under the
Senior Credit Facility have been cured and such facility is currently not
callable.
In addition, in connection with its April 2005 review of debt covenants, the
Company discovered that it had not made a timely filing of its December 31, 2003
compliance certificate with the trustee for the 3.0% Convertible Senior
Subordinated Notes due 2006 ("06 Notes"). The Company has filed the required
certificate with the trustee for the 06 Notes and therefore has cured this
default.
As a result of these defaults, on April 28, 2005, the Company's management
concluded that the previously issued financial statements for 2003 and 2004
should no longer be relied upon. As a result, the Company intends to file,
during the week of May 2, 2005, a further Form 10-K/A (to amend Item 1 of Part
I; Items 6, 7, 8 and 9 of Part II; Part IV and such other Items as may be
necessary) for the year ended December 31, 2004 and amend its reports on Form
10-Q for the quarters ended September 30, 2003 and March 31, June 30 and
September 31, 2004 to, among other things, update disclosures related to
internal controls and compliance with debt covenants and to revise the financial
statements included therein to reclassify certain debt as current on the
Company's consolidated balance sheet at December 31, 2003 and 2004 and at
September 30, 2003 and March 31, June 30 and September 30, 2004 ($503,293,000 at
December 31, 2004 and other amounts at each of the other balance sheet dates).
The Company expects that beginning with the filing of the Form 10Q for the
period ended March 31, 2005, the balance sheet classification of the debt will
reflect these debt instruments as long-term based on the curing of the defaults
described above. The audit committee of the Company's Board of Directors has
discussed the matters discussed in this item as it relates to the Company's 2003
and 2004 financials with PricewaterhouseCoopers, the Company's independent
registered public accounting firm that audited the Company's financials for 2003
and 2004.
The Company has concluded that an additional material weakness in internal
control over financial reporting existed as of December 31, 2004 because it did
not maintain effective controls to ensure the appropriate review and monitoring
of compliance with certain of its debt covenants. While the Company has a
detailed quarterly process for reviewing its compliance with its Senior Credit
Facility covenants (the Senior Credit Facility contains the most restrictive
covenants and unlike the Senior Notes imposes "maintenance" covenants), a
comparable process did not exist as of December 31, 2004 for the Senior Notes
and the 06 Notes. This control deficiency resulted in the Company failing to
comply with certain of its debt covenants at December 31, 2004 and 2003. As a
result of this control deficiency the Company will be restating its financial
statements to reclassify certain debt as current on the Company's consolidated
balance sheet at December 31, 2003 and 2004 and at September 30, 2003 and March
31, June 30 and September 30, 2004 and to amend its disclosures related to debt
covenant compliance. This control deficiency could result in a misstatement of
debt and the related disclosures that would result in a material misstatement to
the annual or interim financial statements that would not be prevented or
detected. Because of the existence of other material weaknesses, the Company's
management had previously concluded that the Company did not maintain effective
internal control over financial reporting as of December 31, 2004.
ALPHARMA INC.
By: /s/ Matthew Farrell
Matthew Farrell
Executive Vice President and
Chief Financial Officer
Date: April 29, 2005