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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report: December 30, 2002
Date of earliest event reported: December 24, 2002
ICN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11397 33-0628076
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation ) Identification Number)
3300 Hyland Avenue
Costa Mesa, California 92626
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (714) 545-0100
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ITEM 5. OTHER EVENTS.
On December 24, 2002, the registrant issued a press release
announcing that it has obtained a temporary restraining order from the
Chancery Court of the State of Delaware restricting the ability of the board
of directors of Ribapharm Inc., a Delaware corporation ("Ribapharm"), to take
actions outside of the ordinary course of business pending the effectiveness
of the registrant's previously announced removal of Ribapharm's directors.
A copy of the press release announcing this information is filed
herewith and incorporated herein by reference as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.1 Press release issued December 24, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: December 30, 2002
ICN PHARMACEUTICALS, INC.
By: /s/ Gregory Keever
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Name: Gregory Keever
Title: Executive Vice President,
General Counsel and Corporate
Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued December 24, 2002
Exhibit 99.1
Investor Contact:
Jeff Misakian
714-545-0100, ext. 3230
DELAWARE CHANCERY COURT GRANTS ICN REQUEST FOR TEMPORARY
RESTRAINING ORDER AGAINST RIBAPHARM DIRECTORS
COSTA MESA, CA, December 24, 2002 - ICN Pharmaceuticals, Inc. (NYSE:
ICN) today announced that it has obtained a temporary restraining order
restricting the ability of the Board of Directors of Ribapharm Inc. (NYSE:
RNA) to take actions outside of the ordinary course of business pending
effectiveness of ICN's removal of Ribapharm directors. ICN announced yesterday
that it is seeking removal of five of the six current Ribapharm directors.
The order was obtained from the Delaware Chancery Court. Under the
order, the Ribapharm directors would be required to provide written notice to
ICN at least ten business days prior to Ribapharm taking action outside of the
ordinary course, enabling ICN to seek a further order prohibiting such action.
The order includes restrictions on, among other things: issuances of
securities, incurrence of indebtedness, acquisitions and dispositions, and
licensing transactions.
ICN owns in excess of 80 percent of Ribapharm's outstanding stock.
ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of prescription and
non-prescription pharmaceuticals under the ICN brand name. Its research and
new product development focuses on innovative treatments for dermatology and
infectious diseases.
Additional information is also available on the company's Web site at
http://www.icnpharm.com.
THE SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. This press release contains forward-looking statements
that involve risks and uncertainties, including but not limited to,
projections of future sales, operating income, returns on invested assets,
regulatory approval processes, success of the company's strategic
repositioning initiatives and the ability of management to execute them,
success of the company's ongoing inventory reduction program and other
cost-cutting measures, and other risks detailed from time to time in the
company's Securities and Exchange Commission filings.
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