SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 13, 2004
ACURA PHARMACEUTICALS, INC.
616 N. NORTH COURT, PALATINE, ILLINOIS 60067
(847-705-7709)
Incorporated under the laws of Commission File Number I.R.S. Employer Identification Number
State of New York 1-10113 11-0853640
This Current Report on Form 8-K is filed by Acura Pharmaceuticals, Inc.
(formerly known as Halsey Drug Co., Inc.), a New York corporation (the
"Company"), in connection with the matters described herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 13, 2004, the Company and its wholly-owned subsidiary, Axiom
Pharmaceutical Corporation, a Delaware corporation, completed the sale of
substantially all of the assets located at the Company's former manufacturing
sites in Congers, New York to IVAX Pharmaceuticals New York LLC, a New York
limited liability company ("IVAX"). In exchange for the Congers assets, the
Company received from IVAX cash in the amount of $2.5 million and IVAX assumed
certain related liabilities. The sale price was determined by arms-length
negotiation between the parties based on a variety of factors.
The sale of substantially all of the Congers assets is described more
fully in the Company's definitive proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on July 6, 2004.
ITEM 5. OTHER EVENTS.
On August 13, 2004, the Company issued the press release attached
hereto as Exhibit 99.2 announcing the results of the Company's 2004 annual
meeting of shareholders and the completion of the sale of the Company's Congers
assets to IVAX.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma financial information has not been provided as the
sale of substantially all of the assets used in the operation of the Congers
facilities and the assignment of certain related liabilities will be accounted
for as a disposition of assets and the Company's financial statements for the
year ended December 31, 2003 reflect the write down of such assets to their
estimated net realizable value of approximately $2.0 million.
(C) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
10.1 Voting Agreement, dated March 19, 2004, by and among Halsey Drug Co.,
Inc., IVAX Pharmaceuticals New York LLC and certain holders of Halsey
Drug Co., Inc.'s voting securities (Exhibit 10.1 to the Company's
Current Report on Form 8-K dated March 19, 2004 and incorporated by
reference herein)
10.2 Use and License Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004 (Exhibit
99.1 to the Company's Current Report on Form 8-K dated March 19, 2004
and incorporated by reference herein)
99.2 Press Release of Acura Pharmaceuticals, Inc. dated August 13, 2004.
SIGNATURES
Pursuant to the requirements 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.
ACURA PHARMACEUTICALS, INC.
By: /s/ Andrew D. Reddick
-------------------------------------
Andrew D. Reddick
President & Chief Executive Officer
Date: August 13, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
10.1 Voting Agreement, dated March 19, 2004, by and among Halsey Drug Co.,
Inc., IVAX Pharmaceuticals New York LLC and certain holders of Halsey
Drug Co., Inc.'s voting securities (Exhibit 10.1 to the Company's
Current Report on Form 8-K dated March 19, 2004 and incorporated by
reference herein)
10.2 Use and License Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC (Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 19, 2004 and incorporated by reference
herein)
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004 (Exhibit
99.1 to the Company's Current Report on Form 8-K dated March 19, 2004
and incorporated by reference herein)
99.2 Press Release of Acura Pharmaceuticals, Inc. dated August 13, 2004.