SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 15, 2001
BENTLEY PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10581 59-1513162
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
65 Lafayette Road, 3rd Floor, North Hampton, New Hampshire 03862
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 964-8006
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition and Disposition of Assets.
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On February 15, 2001, Laboratorios Belmac, S.A., a Spanish subsidiary
of Bentley Pharmaceuticals, Inc. (the "Registrant"), completed the sale of the
registration rights and dossier for its branded pharmaceutical product,
Controlvas(R), (generic name: enalapril) (the "Product") to a third party* (the
"Purchaser") for 475 million Spanish Pesetas (approximately $2.4 million U.S.
dollars). In a related transaction, on November 21, 2000, the Registrant sold to
the Purchaser the trademark to the Product for 475 million Spanish Pesetas
(approximately $2.4 million U.S. dollars). The Registrant expects to recognize
aggregate pre-tax gains of approximately $4.75 million U.S. dollars as a result
of these transactions.
Terms of the agreement with the Purchaser provide that the Registrant
will manufacture and supply the Product for the Purchaser for three years with
an option to extend for an additional two years.
The consideration for the sale was negotiated at arms length. The
Registrant and the Purchaser have no material relationships other than the
supply arrangements described above.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information
The pro forma financial information required by Item 7(b) of
Form 8-K will be filed by amendment to this Report on Form 8-K
no later than May 1, 2001.
(c) Exhibits
2.1 Purchase and Sale Agreement between Laboratorios Belmac,
S.A. and the Purchaser dated November 21, 2000 relating to
the sale of the registration rights and dossier of the
product Controlvas. (in summary translation from Spanish)+
2.2 Purchase and Sale Agreement between Laboratorios Belmac,
S.A. and the Purchaser dated November 21, 2000 relating
to the sale of the trademark to the product Controlvas.
(in summary translation from Spanish)+
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* Confidential Treatment has been requested with respect to the identity of
the Purchaser.
+ Confidential treatment has been requested with respected to certain portions
of this document which are marked with an asterisk (*). The complete
document has been submitted confidentially to the Securities and Exchange
Commission.
SIGNATURES
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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.
BENTLEY PHARMACEUTICALS, INC.
Date: March 2, 2001 By: /s/ MICHAEL D. PRICE
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Michael D. Price
Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Purchase and Sale Agreement between Laboratorios Belmac, S.A.
and the Purchaser dated November 21, 2000 relating to the sale
of the registration rights and dossier of the product
Controlvas. (in summary translation from Spanish) +
2.2 Purchase and Sale Agreement between Laboratorios Belmac, S.A.
and the Purchaser dated November 21, 2000 relating to the sale
of the trademark of the product Controlvas. (in summary
translation from Spanish) +
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+ Confidential treatment has been requested with respected to certain portions
of this document which are marked with an asterisk (*). The complete
document has been submitted confidentially to the Securities and Exchange
Commission.