SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 2)
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 its 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 Shire
Pharmaceuticals Iberica, S.L. (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
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Exhibits.
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(b) Pro Forma Financial Information
Previously filed in Amendment No. 1 to this Report on Form
8-K/A.
(c) Exhibits
2.1 Purchase and Sale Agreement between Laboratorios
Belmac, S.A. and Shire Pharmaceuticals Iberica, S.L.
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 Shire Pharmaceuticals Iberica, S.L.
dated November 21, 2000 relating to the sale of the
trademark to the product Controlvas. (in summary
translation from Spanish) *
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* This exhibit is being re-filed with this Amendment No. 2 to include certain
information for which confidential information was sought, which has since
been publicly disclosed and is no longer confidential.
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: May 7, 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 Shire Pharmaceuticals Iberica, S.L. 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 Shire Pharmaceuticals Iberica, S.L. dated November 21,
2000 relating to the sale of the trademark of the product
Controlvas. (in summary translation from Spanish) *
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* This exhibit is being re-filed with this Amendment No. 2 to include certain
information for which confidential information was sought, which has since
been publicly disclosed and is no longer confidential.