As filed with the Securities and Exchange Commission on January 13, 2009
Registration No. 333-57501
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
ALPHARMA INC.
(Exact name of registrant as specified in its charter)
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Delaware
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22-2095212 |
(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification Number) |
440 Route 22 East
Bridgewater, NJ 08807
(908) 566-3800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Brian A. Markison
President and Chief Executive Officer
Alpharma Inc.
440 Route 22 East, Bridgewater, NJ 08807
(908) 566-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Morton A. Pierce, Esq.
Ivan J. Presant, Esq.
Chang-Do Gong, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box:
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to
Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3
(Registration No. 333-57501) (the Registration Statement) of Alpharma Inc., a Delaware
corporation (the Company).
On December 29, 2008, pursuant to the Agreement and Plan of Merger (Merger Agreement) dated
as of November 23, 2008 among King Pharmaceuticals, Inc., a Tennessee corporation (King), Albert
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of King (Purchaser) and the
Company, Purchaser merged with and into the Company with the Company continuing as the surviving
entity (the Merger). Immediately following the Merger, the Company became a wholly owned
subsidiary of King. Each share of Class A Common Stock, par value $0.20 per share (including the
associated preferred stock purchase rights), of the Company (other than shares held by the
Company, King and Purchaser and shares held by holders who properly exercise their appraisal rights
under applicable Delaware law), issued and outstanding immediately prior to the effective time of
the Merger was cancelled and converted into the right to receive $37.00 per share in cash, without
interest and subject to any required withholding of taxes.
In connection with the Merger, the Company hereby removes from registration all of its
securities registered pursuant to the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgewater,
State of New Jersey, on this 13th day of January, 2009.
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ALPHARMA INC.
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By: |
/s/ Brian A. Markison
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Name: |
Brian A. Markison |
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Title: |
President and Chief Executive
Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment on
Form S-3 Registration Statement has been signed by the following persons in the capacities
indicated below, which includes a majority of the board of directors, on this 13th day of January,
2009.
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Signature |
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Title |
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/s/ Brian A. Markison
Brian A. Markison
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President, Chief Executive Officer, Director |
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/s/ Jeffrey S. Campbell
Jeffrey S. Campbell
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Chief Financial Officer (principal financial officer) |
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/s/ Donald I. Buzinkai
Donald I. Buzinkai
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Vice President, Controller and Principal Accounting Officer |
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/s/ Joseph Squicciarino
Joseph Squicciarino
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Director |
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/s/ James W. Elrod
James W. Elrod
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Director |