UNITED STATES
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
August 18, 2009
Date of Report (Date of earliest event reported)
WATSON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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001-13305
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95-3872914 |
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(Commission File Number)
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(IRS Employer
Identification Number) |
311 Bonnie Circle
Corona, California, 92880
(Address of principal executive offices) (Zip Code)
(951) 493-5300
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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
Item 1.01 Entry into a Material Definitive Agreement
On
August 18, 2009, Watson Pharmaceuticals, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with the several underwriters named therein, for whom Banc
of America Securities LLC and Barclays Capital Inc. have acted as the representatives, for the
issuance and sale by the Company of $450,000,000 aggregate principal amount of its 5.000% Senior
Notes due 2014 (the “2014 Notes”) and $400,000,000 aggregate principal amount of its 6.125% Senior
Notes due 2019 (the “2019 Notes” and together with the 2014 Notes, the “Notes”). A copy of the
Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Pursuant to the Underwriting Agreement, the Company issued and sold
$450,000,000 aggregate principal amount of the 2014 Notes and $400,000,000 aggregate principal
amount of the 2019 Notes. The offering of the Notes was registered under an effective Registration
Statement on Form S-3 (Registration No. 333-161404). The Notes were issued pursuant to an
indenture, dated as of August 24, 2009 (the “Base Indenture”), between the Company and Wells Fargo
Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental
indenture, dated as of August 24, 2009 (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), between the Company and the Trustee. Copies of the Base Indenture and
the Supplemental Indenture (including forms of the Notes) are attached hereto as Exhibits 4.1 and
4.2, respectively, and are incorporated herein by reference. The
descriptions of the Underwriting Agreement, the Indenture and
the Notes in this report are summaries and are qualified in their
entirety by the terms of the Underwriting Agreement, the Indenture and the Notes.
The net proceeds from the offering of approximately $836.4 million, after deducting the
underwriting discount and estimated offering expenses payable by the
Company, are expected to be used to
repay approximately $100.0 million of the Company’s term loan borrowings, to redeem the $575.0
million aggregate principal amount of the Company’s convertible contingent senior debentures due 2023, and to
fund a portion of the cash consideration payable in the
Company’s pending acquisition of Robin Hood Holdings Limited,
pursuant to terms and subject to conditions previously disclosed.
The 2014 Notes and 2019 Notes will bear interest at a rate of 5.000% and 6.125% per annum,
respectively, which shall be payable semi-annually in arrears on each February 15 and August 15,
respectively, beginning February 15, 2010. The 2014 Notes will mature on August 15, 2014 and the
2019 Notes will mature on August 15, 2019.
The Company may redeem all or part of the Notes at any time prior to maturity at the
redemption price set forth in the Supplemental Indenture.
In the event of a change in control triggering event (as defined in the Supplemental
Indenture), the holders of the Notes may require the Company to purchase for cash all or a portion
of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and
unpaid interest, if any.
The Notes will rank (i) equal in right of payment to all of the Company’s other existing and
future unsecured unsubordinated indebtedness, (ii) senior in right of payment to all of the
Company’s existing and future subordinated indebtedness and (iii) effectively subordinated in right
of payment to any secured indebtedness, to the extent of the assets securing such indebtedness, and
to all existing and any future liabilities of the Company’s subsidiaries.
Item 9.01 Financial Statements and Exhibits
d. Exhibits: