UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): December 30, 2005
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-11397
(Commission File Number)
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33-0628076
(I.R.S Employer
Identification No.) |
3300 Hyland Avenue
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
(714) 545-0100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
EXPLANATORY NOTE
On December 30, 2005, Valeant Pharmaceuticals North America (the “Company”), a wholly owned
subsidiary of Valeant Pharmaceuticals International (the “Registrant”) completed its previously
announced acquisition of the United States and Canadian rights to the hepatitis C drug Infergen®
(interferon alfacon-1) from InterMune, Inc. (“InterMune”). The Company paid the purchase price of
$113.5 million in cash at closing. The Company has also agreed to make subsequent milestone and
other payments of up to $22.4 million to InterMune. Contingent payments of up to $20.0 million
become due upon achievement of certain defined clinical development milestones related to the use
of Infergen in combination therapy. The Company also acquired $6.5 million in inventory from
InterMune. On January 5, 2006, the Registrant filed a Current Report on Form 8-K with the
Securities and Exchange Commission (the “Commission”) in connection with the completion of the
acquisition. This Amendment No. 1 amends the above-referenced Current Report on Form 8-K. In that
report, the Registrant indicated that it would file the information required under Item 9.01 of
Form 8-K as soon as practicable, and in any event no later than 71 days after the date on which the
Current Report on Form 8-K was required to be filed. Pursuant to the requirements of the
Securities and Exchange Act of 1934, as amended, the Registrant is hereby amending the following
items, financial statements and exhibits and other portions of the Current Report on Form 8-K dated
December 30, 2005, as filed with the Commission on January 5, 2006. Unless set forth below, all
previous items of the Current Report on Form 8-K are unchanged.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The Registrant has been advised by InterMune that it is impracticable to prepare complete financial
statements in accordance with Rules 3-01 and 3-02 of Regulation S-X relating to the assets acquired
due to the following reasons: (a) the assets have not been accounted for as a separate entity,
subsidiary or division of InterMune’s business; (b) InterMune has not previously prepared
stand-alone financial statements relating to the assets, and InterMune’s independent auditors have
never audited or reported separately on the operations or net assets of the Infergen assets; (c)
InterMune cannot objectively allocate certain expenses to the Infergen business; and (d) working capital
accounts, including cash relating to the assets but excluding inventory of the products, have been
maintained only in the aggregate at InterMune’s corporate level, and it is not practicable to
separately identity those amounts attributable to the assets.
The following
historical financial statements of the business acquired are filed with this Current Report on Form
8-K as Exhibit 99.1 and are incorporated by reference herein:
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Report of Independent Registered Public Accounting Firm. |
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Statement of Assets Acquired and Liabilities Assumed of the Infergen
Product Line of InterMune, as of December 31, 2004 and December 30,
2005.
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Statements of Net Revenue and Direct Costs and Expenses of the
Infergen Product Line of InterMune for the year ended December 31,
2004 and for period from January 1, 2005 through December 30, 2005. |
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Notes to Financial Statements |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial information is filed with this
Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein:
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Unaudited pro forma consolidated statement of operations for the year ended December 31, 2005. |