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| CIK | 878088 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Par Pharmaceutical Companies, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| September 21, 2015 |
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 Date of report (Date of earliest event reported): September 21, 2015 (August 28, 2015) Par Pharmaceutical Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or other jurisdiction |
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| August 6, 2015 |
PRX / Par Pharmaceutical Companies, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| March 13, 2015 |
EXHIBIT 10.31 [•] Number of Shares of Common Stock subject to Option: [•] Price Per Share: [•] Date of Grant: [•] SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS STOCK OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS’ AGREEMENT, AS |
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| March 13, 2015 |
List of Subsidiaries of Par Pharmaceutical Companies, Inc. EXHIBIT 21 List of Subsidiaries of Par Pharmaceutical Companies, Inc. Name State/Country of Organization or Incorporation Anchen Incorporated Delaware Anchen Pharmaceuticals, Inc. California JHP Group Holdings, Inc. Delaware JHP Acquisition, LLC Delaware Kali Laboratories, Inc. New Jersey Par, Inc. Delaware Par Laboratories Europe, Ltd. United Kingdom Par Formulations Private Limited India Par Pha |
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| March 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2014 Commission File Number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 25, 2015 |
Form 8-K 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 Date of report (Date of earliest event reported): February 20, 2015 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-312218 (State or other jurisdiction of incorpo |
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| February 25, 2015 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of February 20, 2015 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), the Revolving Credit Lenders party hereto, and BANK OF AMERICA, N.A. (“BANA”), as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement, dat |
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| February 25, 2015 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION Amendment No. 6 AMENDMENT NO. 6, dated as of February 25, 2015 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS |
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| February 10, 2015 |
8-K 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 Date of report (Date of earliest event reported): February 10, 2015 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-312218 (State or other jurisdiction of incorporatio |
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| February 10, 2015 |
EX-99.1 Exhibit 99.1 Selected Information of Par Pharmaceutical Companies, Inc. provided to Prospective Debt Financing Sources On February 10, 2015, Par Pharmaceutical Companies, Inc. (the “Company”) intends to present certain information, including certain estimated results of operations for the year ended December 31, 2014, to prospective debt financing sources in connection with a potential $42 |
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| November 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| September 22, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 22, 2014 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 11, 2014 |
SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN AS AMENDED JUNE 13, 2014 EXHIBIT 10.1 SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN AS AMENDED JUNE 13, 2014 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based a |
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| August 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 15, 2014 |
SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN AS AMENDED MAY 9, 2014 EXHIBIT 10.1 SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN AS AMENDED MAY 9, 2014 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 15, 2014 |
EXHIBIT 10.2 FORM OF NON-STATUTORY STOCK OPTION AGREEMENT Name of Optionee: [?] Number of Shares of Common Stock subject to Option: [?] Price Per Share: $1.40 Date of Grant: [?], 2014 SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS STOCK OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER |
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| March 18, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2013 Commission File Number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| March 18, 2014 |
EX-4.6 2 prx-20131231xex46secondsup.htm EXHIBIT SUPPLEMENTAL INDENTURE EXHIBIT 4.6 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 20, 2014, among each of the undersigned (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Par Pharmaceutical Companies, Inc. a Delaware corporati |
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| March 18, 2014 |
List of Subsidiaries Par Pharmaceutical Companies, Inc. EX-21 4 prx-20131231xex21listofsub.htm EXHIBIT LIST OF SUBIDIARIES EXHIBIT 21 List of Subsidiaries Par Pharmaceutical Companies, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par Pharmaceutical, Inc. Delaware 100% Kali Laboratories, Inc. New Jersey 100% Par Pharmaceutical, Inc. Entity Jurisdiction of Organization Percentage of Voting Securit |
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| March 18, 2014 |
EXHIBIT 10.30 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of February 12, 2014, and effective as of April 1, 2014 (the ?Effective Date?), is by and between Par Pharmaceutical, Inc., a Delaware corporation (?Par?) and Sky Growth Holdings Corporation, a Delaware corporation (?Parent?, together with Par, ?Employer?), on the one hand, and Terrance Coughlin (?Executive?) |
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| February 20, 2014 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of February 20, 2014 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS |
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| February 20, 2014 |
FORM 8-K 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 Date of report (Date of earliest event reported): February 20, 2014 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or other jurisdiction of incorp |
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| February 20, 2014 |
INCREMENTAL TERM B-2 LOAN JOINDER AGREEMENT EX-10.2 Exhibit 10.2 EXECUTION VERSION INCREMENTAL TERM B-2 LOAN JOINDER AGREEMENT JOINDER AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among the Incremental Term Lender party hereto (the “Incremental Term B-2 Lender”), PAR PHARMACEUTICAL COMPANIES, INC. (the “Parent Borrower”), PAR PHARMACEUTICAL, INC. (the “Co-Borrower” and, together with the Parent Borrower, the “Borrower |
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| February 19, 2014 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 12, 2014 PAR PHARMACEUTICAL COMPANIES, INC. |
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| January 29, 2014 |
EX-99.1 Exhibit 99.1 PAR pharmaceutical companies Company Update January 2014 Cautionary Note Regarding Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words |
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| January 29, 2014 |
FORM 8-K 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 Date of report (Date of earliest event reported): January 29, 2014 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-312218 (State or other jurisdiction of incorpor |
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| January 21, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d660863d8k.htm 8-K 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 Date of report (Date of earliest event reported): January 17, 2014 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-10827 22-312218 (State or other jurisdic |
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| January 21, 2014 |
EX-2.1 2 d660863dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among JHP GROUP HOLDINGS, INC., PAR PHARMACEUTICAL COMPANIES, INC., JUNIPER MERGECO, INC. and WP JHP REPRESENTATIVE, LLC, solely in its capacity as the Representative January 17, 2014 Table of Contents Page ARTICLE I THE MERGER 1 1.01 The Merger 1 1.02 Effect on Capital Stock 2 1.03 Effect on Options |
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| January 21, 2014 |
Par Pharmaceutical to Acquire JHP Pharmaceuticals EX-99.1 3 d660863dex991.htm EX-99.1 Exhibit 99.1 Par Pharmaceutical to Acquire JHP Pharmaceuticals WOODCLIFF LAKE, N.J., January 21, 2014 /PRNewswire / — Par Pharmaceutical Companies, Inc. (“Par”) today announced that it has entered into a definitive agreement to acquire JHP Group Holdings, the parent company of JHP Pharmaceuticals (“JHP”), a leading specialty pharmaceutical company that develops, |
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| November 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 27, 2013 |
Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-190629 PAR PHARMACEUTICAL COMPANIES, INC. OFFER TO EXCHANGE $490,000,000 aggregate principal amount of its 7.375% Senior Notes due 2020, the issuance of which has been registered under the Securities Act of 1933, as amended, for all of its outstanding 7.375% Senior Notes due 2020 We are offering to exchange, upon th |
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| August 23, 2013 |
Acceleration Request August 23, 2013 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| August 22, 2013 |
300 Tice Boulevard Woodcliff Lake, New Jersey 07677 (201) 802-4000 August 22, 2013 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| August 14, 2013 |
EX-99.4 Exhibit 99.4 Offer to Exchange 7.375% Senior Notes Due 2020 for any and all outstanding 7.375% Senior Notes Due 2020 of Par Pharmaceutical Companies, Inc. , 2013 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: Par Pharmaceutical Companies, Inc. (the “Company”) and the direct and indirect subsidiaries of the Company named in Schedule I hereto (the “Guarantors”) |
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| August 14, 2013 |
EX-10.15 Exhibit 10.15 EXECUTION VERSION AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of February 20, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), the Revolving Credit Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer unde |
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| August 14, 2013 |
Exhibit 10.12 SECURITY AGREEMENT dated as of September 28, 2012 among SKY GROWTH ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., with Par Pharmaceutical Companies, Inc. surviving such merger as a Borrower, SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, as Holdings, PAR PHARMACEUTICAL, INC., as Co-Borrower, THE SUBSIDIARY GUARAN |
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| August 14, 2013 |
SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN EX-10.24 Exhibit 10.24 Type: Non-Statutory Rollover Option Name: [ ] Number of Shares of Common Stock of the Company subject to Rollover Option: [ ] Price Per Share: $0.25 Date of Grant: [ ] SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER |
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| August 14, 2013 |
EX-10.23 Exhibit 10.23 Name of Optionee: [ ] Number of Shares of Common Stock subject to Option: [ ] Price Per Share: $1.00 Date of Grant: [ ] SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS STOCK OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMEN |
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| August 14, 2013 |
Certificate of Incorporation PAR PHARMACEUTICAL, INC. EX-3.1.6 Exhibit 3.1.6 State of Delaware Secretary of State Division of Corporations Delivered 04:56 PM 05/21/2003 Filed 03:10 PM 05/21/2003 SRV 030331599 – 3623353 FILE Certificate of Incorporation of PAR PHARMACEUTICAL, INC. FIRST: The name of the Corporation is Par Pharmaceutical, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, |
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| August 14, 2013 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.19 Exhibit 10.19 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 28, 2012, is by and between Par Pharmaceutical, Inc., a Delaware corporation (“Par”) and Sky Growth Holdings Corporation, a Delaware corporation (“Parent”, together with Par, “Employer”), on the one hand, and Michael Tropiano (“Executive”), on the o |
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| August 14, 2013 |
SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN EX-10.21 Exhibit 10.21 SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incen |
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| August 14, 2013 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A N |
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| August 14, 2013 |
EX-4.5 Exhibit 4.5 Registration Rights Agreement Joinder with respect to the Registration Rights Agreement for Sky Growth Acquisition Corporation $490,000,000 7 3/8% Senior Notes due 2020 September 28, 2012 Goldman, Sachs & Co., As representative of the several Purchasers named in Schedule A hereto (the “Purchasers”) c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282 Ladies and Gen |
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| August 14, 2013 |
EX-3.2.1 EXHIBIT 3.2.1 AMENDED AND RESTATED BY-LAWS OF PAR PHARMACEUTICAL COMPANIES, INC. Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as |
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| August 14, 2013 |
BYLAWS ANCHEN INCORPORATED ARTICLE I EX-3.2.2 Exhibit 3.2.2 BYLAWS OF ANCHEN INCORPORATED ARTICLE I OFFICES The corporation shall maintain a registered office in the State of Delaware as required by law. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the corporation (the “Board of Directors”) may from time to time determine or the business of the c |
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| August 14, 2013 |
BYLAWS ANCHEN PHARMACEUTICALS, INC. (A California corporation) ARTICLE I EX-3.2.3 Exhibit 3.2.3 BYLAWS OF ANCHEN PHARMACEUTICALS, INC. (A California corporation) ARTICLE I OFFICES Section 1. PRINCIPAL EXECUTIVE OFFICE. The Board of Directors is hereby granted full power and authority to fix and locate and to change the principal executive office of the Corporation from one location to another within or outside the State of California. If the principal executive office |
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| August 14, 2013 |
EX-99.2 Exhibit 99.2 Offer to Exchange 7.375% Senior Notes Due 2020 for all outstanding 7.375% Senior Notes Due 2020 of Par Pharmaceutical Companies, Inc. , 2013 To Our Clients: Enclosed for your consideration is a Prospectus, dated , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the off |
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| August 14, 2013 |
Form S-4 Table of Contents As filed with the Securities and Exchange Commission on August 14, 2013 Registration No. |
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| August 14, 2013 |
SEPARATION AGREEMENT AND RELEASE EX-10.27 Exhibit 10.27 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (“Release”), dated January 31, 2013, is given by Patrick LePore (“EMPLOYEE”) to Par Pharmaceutical Companies, Inc., and Par Pharmaceutical, Inc., each a Delaware corporation, and any of their parent and subsidiary corporations, affiliates, departments and divisions (collectively, “THE COMPANY”). The Effec |
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| August 14, 2013 |
CERTIFICATE OF MERGER ADMIRAL ACQUISITION CORP. EX-3.1.2 Exhibit 3.1.2 State of Delaware Secretary of State Division of Corporations Delivered 02:37 PM 11/17/2011 FILED 02:37 PM 11/17/2011 SRV 111208174 – 3890147 FILE CERTIFICATE OF MERGER OF ADMIRAL ACQUISITION CORP. AND ANCHENINCORPORATED It is hereby certified that: 1. The constituent business corporations participating in the merger herein (i) Admiral Acquisition Corp., which is incorporate |
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| August 14, 2013 |
EX-10.16 Exhibit 10.16 EXECUTION VERSION AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of February 28, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDING |
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| August 14, 2013 |
EX-4.4 Exhibit 4.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and between Sky Growth Acquisition Corporation and Goldman, Sachs & Co. Dated as of September 28, 2012 REGISTRATION RIGHTS AGREEMENT September 28, 2012 This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2012, by and between Sky Growth Acquisition Corporation, a Delaware corporation |
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| August 14, 2013 |
EX-3.2.6 Exhibit 3.2.6 BY-LAWS OF PAR PHARMACEUTICAL, INC. Adopted: May 1, 2003 Amended: November 21, 2011 BY-LAWS OF PAR PHARMACEUTICAL, INC. TABLE OF CONTENTS ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.1. Place of Meetings 1 Section 1.2. Annual Meetings 1 Section 1.3. Special Meetings 1 Section 1.4. Notice of Meetings 1 Section 1.5. Record Date 1 Section 1.6. Informal Action 2 Section 1.7. A |
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| August 14, 2013 |
CERTIFICATE OF INCORPORATION KALI LABORATORIES, INC. EX-3.1.4 Exhibit 3.1.4 FILED JAN 31 1997 LONNA R. HOOKS SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF KALI LABORATORIES, INC. This is to certify that, there is hereby organized a corporation under and by virtue of N.J. S. 14A:1-1 et seq., the “New Jersey Business Corporation Act.” 1. The name of the corporation is KALI LABORATORIES, INC. 2. The address (and zip code) of this corporation’’s in |
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| August 14, 2013 |
Exhibit 10.11 EXECUTION VERSION Deal CUSIP NUMBER: 69888DAD5 Revolver Facility CUSIP NUMBER: 69888DAE3 Term Loan B CUSIP NUMBER: 69888DAF0 $1,205,000,000 CREDIT AGREEMENT dated as of September 28, 2012 among SKY GROWTH ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into PAR PHARMACEUTICAL COMPANIES, INC., with Par Pharmaceutical Companies, Inc. surviving such merger as |
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| August 14, 2013 |
Exhibit 99.3 NOTICE OF GUARANTEED DELIVERY FOR OFFER TO EXCHANGE $490,000,000 PRINCIPAL AMOUNT OF ITS 7.375% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ALL OF ITS OUTSTANDING 7.375% SENIOR NOTES DUE 2020 PAR PHARMACEUTICAL COMPANIES, INC. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON |
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| August 14, 2013 |
Exhibit 99.1 PAR PHARMACEUTICAL COMPANIES, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $490,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 7.375% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ALL OF ITS OUTSTANDING 7.375% SENIOR NOTES DUE 2020 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON TH |
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| August 14, 2013 |
Certificate of Incorporation PAR, INC. EX-3.1.5 Exhibit 3.1.5 State of Delaware Secretary of State Division of Corporations Delivered 02:33 PM 05/01/2003 Filed 02:30 PM 05/01/2003 SRV 030283330 – 3647138 FILE Certificate of Incorporation of PAR, INC. FIRST: The name of the Corporation is Par, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilm |
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| August 14, 2013 |
EX-10.20 Exhibit 10.20 Execution Version MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is entered into as of September 28, 2012 by and among Sky Growth Acquisition Corporation, a Delaware corporation (“Merger Sub”), Sky Growth Intermediate Holdings I Corporation, a Delaware corporation (“Intermediate Holdings I”), Sky Growth Intermediate Holdings II Corporatio |
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| August 14, 2013 |
EX-12 Exhibit 12 STATEMENT REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Predecessor Successor (amounts in thousands, except ratios) Year Ended December 31, 2008 Year Ended December 31, 2009 Year Ended December 31, 2010 Year Ended December 31, 2011 Period from January 1, 2012 to September 28, 2012 Period from September 29, 2012 to December 31, 2012 Six Months Ended June 30, 2013 Ea |
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| August 14, 2013 |
EX-10.13 Exhibit 10.13 GUARANTY dated as of September 28, 2012 among SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01 Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Guarantee 2 Section 2.01 Gua |
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| August 14, 2013 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.18 27 d556259dex1018.htm EX-10.18 Exhibit 10.18 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 28, 2012, is by and between Par Pharmaceutical, Inc., a Delaware corporation (“Par”) and Sky Growth Holdings Corporation, a Delaware corporation (“Parent”, together with Par, “Employer”), on the one hand, and Thomas Ha |
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| August 14, 2013 |
SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN LONG-TERM CASH INCENTIVE AWARD AGREEMENT EX-10.22 Exhibit 10.22 Type: Long-Term Cash Incentive Award Participant: Date of Grant: SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN LONG-TERM CASH INCENTIVE AWARD AGREEMENT This Long-Term Cash Incentive Award Agreement (this “Award Agreement”) evidences the grant on the date hereof by Sky Growth Holdings Corporation (the “Company”) to the undersigned (the “Participant”), pursuant to |
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| August 14, 2013 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.26 Exhibit 10.26 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 28, 2012 (the “Effective Date”), is by and between Sky Growth Holdings Corporation, a Delaware corporation (“Parent”), and Par Pharmaceutical, Inc., a Delaware corporation and indirect subsidiary of Parent (“Par”, and collectively with Parent, “Empl |
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| August 14, 2013 |
EX-16 Exhibit 16 August 14, 2013 Securities and Exchange Commission 100 F Street, N. |
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| August 14, 2013 |
Exhibit 21 List of Subsidiaries Par Pharmaceutical Companies, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par Pharmaceutical, Inc. Delaware 100 % Kali Laboratories, Inc. New Jersey 100 % Par Pharmaceutical, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par, Inc. Delaware 100 % Anchen |
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| August 14, 2013 |
BY-LAWS OF KALI LABORATORIES, INC. ARTICLE I—OFFICES EX-3.2.4 Exhibit 3.2.4 Adopted June 9, 2004 BY-LAWS OF KALI LABORATORIES, INC. *********************** ARTICLE I—OFFICES 1. Registered Office and Agent. The registered office and Registered Agent of the Corporation in the State of New Jersey shall be as determined from time to time by the Board of Directors (the “Board”) of the Corporation. 2. Principal Place of Business. The principal place of bu |
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| August 14, 2013 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.17 Exhibit 10.17 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 28, 2012, is by and between Par Pharmaceutical, Inc., a Delaware corporation (“Par”) and Sky Growth Holdings Corporation, a Delaware corporation (“Parent”, together with Par, “Employer”), on the one hand, and Paul Campanelli (“Executive”), on the ot |
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| August 14, 2013 |
EX-10.25 Exhibit 10.25 SKY GROWTH HOLDINGS CORPORATION 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT THIS AWARD AND ANY SECURITIES DELIVERED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS’ AGREEMENT. SKY GROWTH HOLDINGS CORPORATION STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR |
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| August 14, 2013 |
EX-3.1.3 Exhibit 3.1.3 FILED In the office of the Secretary of State of the State of California Dec 16 2004 Kevin Shelley, Secretary of State AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ANCHEN PHARMACEUTICALS, INC. a California Corporation The undersigned Chih-Ming Chen and Tim Chang hereby certify that: 1. They are the President and Secretary of ANCHEN PHARMACEUTICALS, INC., a California co |
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| August 14, 2013 |
EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of September 28, 2012 among Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). 1. W I T N E S S E T H WHEREAS, Sky Growth Acquisition Corporation (“Sky”) has heretofore exec |
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| August 14, 2013 |
EX-4.1 Exhibit 4.1 INDENTURE Dated as of September 28, 2012 Between Sky Growth Acquisition Corporation, to be merged with and into Par Pharmaceutical Companies, Inc., And Wells Fargo Bank, National Association, as Trustee 7 3/8% SENIOR NOTES DUE 2020 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.03; 7.10 (c |
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| August 14, 2013 |
EX-3.2.5 Exhibit 3.2.5 BY-LAWS OF PAR, INC. Adopted: May 1, 2003 Amended: November 21, 2011 BY-LAWS OF PAR, INC. TABLE OF CONTENTS ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.1. Place of Meetings 1 Section 1.2. Annual Meetings 1 Section 1.3. Special Meetings 1 Section 1.4. Notice of Meetings 1 Section 1.5. Record Date 1 Section 1.6. Informal Action 2 Section 1.7. Action by Stockholders Not Soli |
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| August 14, 2013 |
EX-3.1.1 Exhibit 3.1.1 State of Delaware Secretary of State Division of Corporations FILED 08:30 AM 09/28/2012 CERTIFICATE OF MERGER OF SKY GROWTH ACQUISITION CORPORATION WITH AND INTO PAR PHARMACEUTICAL COMPANIES, INC. UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), Par Pharm |
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| August 14, 2013 |
Exhibit 10.14 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of February 6, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS II CORPO |
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| February 11, 2013 |
PRX / Par Pharmaceutical Companies, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 parpharmaceuticalcosinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Par Pharmaceutical Cos Inc Title of Class of Securities: Common Stock CUSIP Number: 69888P106 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the r |
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| October 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-10827 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as spe |
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| October 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-10827 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as spe |
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| October 10, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / LORD, ABBETT & CO. LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Par Pharmaceutical Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69888P106 (CUSIP Number) September 30, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 9, 2012 |
- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Registration No. 033-29992 Registration No. 033-15640 Registration No. 033-45785 Registration No. 002-99035 Registration No. 033-51914 Registration No. 033-79954 Registration No. 033-79956 Registration No. 333-02885 Registration No. 333-67949 Registration No. 333-67953 Registration No. 333-68456 Registration No. 333-100031 Registration No. 333-106685 Registration No. 333-130140 Registration No. 33 |
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| October 5, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 16, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 2, 2012 |
EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF PAR PHARMACEUTICAL COMPANIES, INC. Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time t |
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| October 2, 2012 |
EXHIBIT 3.1 STATE of DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAR PHARMACEUTICAL COMPANIES, INC. 1. Name. The name of the Corporation is Par Pharmaceutical Companies, Inc. 2. Registered Office. The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, Corporation Trust Center, in the City of Wilmington, County of New Castle, Zip Code 1 |
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| October 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 28, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| October 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 28, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| October 2, 2012 |
PAR ANNOUNCES COMPLETION OF ACQUISITION BY TPG Contact: EXHIBIT 99.1 Allison Wey Vice President Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR ANNOUNCES COMPLETION OF ACQUISITION BY TPG Woodcliff Lake, NJ and Fort Worth, TX, September 28, 2012 – Par Pharmaceutical Companies, Inc., and TPG today announced the completion of Par’s acquisition by certain affiliates of TPG. “This transaction has deliv |
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| October 2, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 15, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 1, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Par Pharmaceutical Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69888P106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho |
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| September 27, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K 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 Date of Report (Date of earliest event reported): September 27, 2012 PAR PHARMACEUTICAL COMPANIES, INC (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or Other Jurisdiction of Incorporation) |
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| September 25, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 prx00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Par Pharmaceutical Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69888P106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Auth |
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| September 14, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 14, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 d412184ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission On |
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| September 11, 2012 |
Information for Potential Financing Sources Selected Information Provided to Prospective Debt Financing Sources Exhibit 99.1 Information for Potential Financing Sources The Transactions On July 14, 2012, we entered into an Agreement and Plan of Merger (the “Agreement”) with Sky Growth Holdings Corporation, a Delaware corporation (“Parent”), and Sky Growth Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Paren |
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| September 11, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| September 11, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 11, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| September 10, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 10, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| September 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| September 10, 2012 |
Information for Potential Financing Sources Selected Information Provided to Prospective Debt Financing Sources Exhibit 99.1 Information for Potential Financing Sources The Transactions On July 14, 2012, we entered into an Agreement and Plan of Merger (the “Agreement”) with Sky Growth Holdings Corporation, a Delaware corporation (“Parent”), and Sky Growth Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Paren |
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| September 6, 2012 |
DEFA14A 1 d407298ddefa14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by |
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| September 6, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 6, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| September 6, 2012 |
Selected Information Provided to Prospective Debt Financing Sources Selected Information Provided to Prospective Debt Financing Sources Exhibit 99.1 Selected Information Provided to Prospective Debt Financing Sources The Transactions On July 14, 2012, we entered into an Agreement and Plan of Merger (the “Agreement”) with Sky Growth Holdings Corporation, a Delaware corporation (“Parent”), and Sky Growth Acquisition Corporation, a Delaware corporation and a wholly o |
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| August 27, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K FORM 8-K 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 Date of Report (Date of earliest event reported): August 27, 2012 PAR PHARMACEUTICAL COMPANIES, INC (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or Other Jurisdiction of Incorpora |
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| August 27, 2012 |
EX-99.1 2 d403039dex991.htm PRESS RELEASE Exhibit 99.1 Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL COMPANIES ANNOUNCES THE EXPIRATION OF THE “GO SHOP” PERIOD, RECEIPT OF EARLY TERMINATION OF HSR WAITING PERIOD AND SPECIAL MEETING DATE Woodcliff Lake, N.J., August 27, 2012—Par Pharmaceutical Compa |
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| August 27, 2012 |
PRESS RELEASE Exhibit 99.1 Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL COMPANIES ANNOUNCES THE EXPIRATION OF THE “GO SHOP” PERIOD, RECEIPT OF EARLY TERMINATION OF HSR WAITING PERIOD AND SPECIAL MEETING DATE Woodcliff Lake, N.J., August 27, 2012—Par Pharmaceutical Companies, Inc. (NYSE: PRX) today |
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| August 27, 2012 |
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 Date of Report (Date of earliest event reported): August 27, 2012 PAR PHARMACEUTICAL COMPANIES, INC (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or Other Jurisdiction of Incorporation) (Co |
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| August 27, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| August 2, 2012 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| August 2, 2012 |
Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 2, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 2, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 2, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| July 18, 2012 |
TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Exhibit A TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Beneficial Ownership Purchase or Sale Quantity Transaction Date Price per Share (including commission) How Effected Relational Investors Mid-Cap Fund I, L. |
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| July 18, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / RELATIONAL INVESTORS LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Par Pharmaceuticals Companies, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888P106 (CUSIP Number) Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333 ( |
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| July 16, 2012 |
EXHIBIT 99.2 Memorandum To: All Employees From: Patrick G. LePore Chairman and CEO Date: July 16, 2012 Subject: Par To Be Acquired By TPG Dear Colleagues, This morning it was announced that Par has signed a definitive merger agreement to be acquired by an affiliate of TPG, a leading global private investment firm with extensive experience in public and private investments. Some of TPG’s preeminent |
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| July 16, 2012 |
EXECUTION VERSION EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between PAR PHARMACEUTICAL COMPANIES, INC., on the one hand, and Sky Growth Holdings Corporation and Sky Growth Acquisition Corporation, on the other hand Dated as of July 14, 2012 Table of Contents (continued) Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; Interpretation 13 ARTICLE II THE MERGER 13 |
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| July 16, 2012 |
AMENDMENT NO. 1 RIGHTS AGREEMENT EXECUTION VERSION EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of July 14, 2012 (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of October 27, 2004, between PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as the Rights Agent (the “Rights Agent |
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| July 16, 2012 |
EX-2.1 2 v318691ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between PAR PHARMACEUTICAL COMPANIES, INC., on the one hand, and Sky Growth Holdings Corporation and Sky Growth Acquisition Corporation, on the other hand Dated as of July 14, 2012 Table of Contents (continued) Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; Inte |
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| July 16, 2012 |
DEFA14A 1 v3186918k.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): July 14, 2012 PAR PHARMACEUTICAL COMPANIES, INC (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or Oth |
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| July 16, 2012 |
EX-99.1 4 v318691ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL COMPANIES ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY TPG Par Shareholders to Receive $50.00 per Share in Cash; Fully Diluted Equity Value of $1.9 Billion Woodcliff Lake, N.J., July 16, 2012 – |
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| July 16, 2012 |
AMENDMENT NO. 1 RIGHTS AGREEMENT EXECUTION VERSION EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of July 14, 2012 (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of October 27, 2004, between PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as the Rights Agent (the “Rights Agent |
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| July 16, 2012 |
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 Date of Report (Date of earliest event reported): July 14, 2012 PAR PHARMACEUTICAL COMPANIES, INC (Exact name of registrant as specified in its charter) Delaware 1-10827 22-3122182 (State or Other Jurisdiction of Incorporation) (Comm |
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| July 16, 2012 |
EXHIBIT 99.2 Memorandum To: All Employees From: Patrick G. LePore Chairman and CEO Date: July 16, 2012 Subject: Par To Be Acquired By TPG Dear Colleagues, This morning it was announced that Par has signed a definitive merger agreement to be acquired by an affiliate of TPG, a leading global private investment firm with extensive experience in public and private investments. Some of TPG’s preeminent |
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| July 16, 2012 |
EXHIBIT 99.1 Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL COMPANIES ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY TPG Par Shareholders to Receive $50.00 per Share in Cash; Fully Diluted Equity Value of $1.9 Billion Woodcliff Lake, N.J., July 16, 2012 – Par Pharmaceutical Companies, Inc. (NYSE |
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| May 21, 2012 |
Submission of Matters to a Vote of Security Holders 8-K 1 form8ksubmissionof2012matter.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 17, 2012 PAR PHARMACEUTICAL COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware File Number 1-10827 22-3122182 (State o |
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| May 18, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / SNOW CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Par Pharmaceutical Companies, Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 69888P106 (CUSIP Number) 7/7/2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| May 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 8, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 8, 2012 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM RESTRICTED STOCK UNIT AWARD EXHIBIT 10.4 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM RESTRICTED STOCK UNIT AWARD This document sets forth the terms of the award of Restricted Stock Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the ?Company?) pursuant to a Certificate of Restricted Stock Units (the ?Certificate?) displayed at the website of Morgan Stanley Smith Barney Be |
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| May 8, 2012 |
EMPLOYMENT AGREEMENT May 3, 2012 EXHIBIT 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT May 3, 2012 Par Pharmaceutical, Inc. (?Employer?) and Thomas J. Haughey (?Executive?) are parties to an Employment Agreement, dated March 4, 2008 and as amended effective March 4, 2009 (the ?Employment Agreement?). Employer and Executive wish to amend the Employment Agreement, as set forth herein (the ?Amendment?) and effective as of the date set fort |
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| May 8, 2012 |
EMPLOYMENT AGREEMENT May 3, 2012 EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT May 3, 2012 Par Pharmaceutical, Inc. (?Employer?) and Paul V. Campanelli (?Executive?) are parties to an Employment Agreement, dated March 5, 2008 and as amended effective March 4, 2009 (the ?Employment Agreement?). Employer and Executive wish to amend the Employment Agreement, as set forth herein (the ?Amendment?) and effective as of the date set for |
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| May 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2012 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 8, 2012 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM STOCK OPTION AWARD EXHIBIT 10.3 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM STOCK OPTION AWARD This document sets forth the terms of the award of an Option (as defined in Section 1 below) to purchase shares of common stock granted by PAR PHARMACEUTICAL COMPANIES, INC. (the ?Company?) pursuant to a Certificate of Stock Option Grant (the ?Certificate?) displayed at the website of Smith Barney Benefits |
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| May 8, 2012 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| May 8, 2012 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM PERFORMANCE SHARE UNIT AWARD EXHIBIT 10.5 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF 2012 LTI PROGRAM PERFORMANCE SHARE UNIT AWARD This document sets forth the terms of the award of Performance Share Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate of Performance Share Units (the “Certificate”) displayed at the website of Morgan Stanley Smith Barney |
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| May 7, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / RELATIONAL INVESTORS LLC - SC 13D/A Activist Investment SC 13D/A 1 a12-85201sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Par Pharmaceuticals Companies, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888P106 (CUSIP Number) Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite |
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| May 7, 2012 |
TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Exhibit A TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Beneficial Ownership Purchase or Sale Quantity Transaction Date Price per Share (including commission) How Effected Relational Investors LLC Purchase 17,200 3/27/2012 38. |
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| March 30, 2012 |
DEF 14A 1 final2012proxyforedgarizatio.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: o Pr |
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| February 28, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 28, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 28, 2012 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| February 28, 2012 |
List of Subsidiaries Par Pharmaceutical Companies, Inc. EXHIBIT 21 List of Subsidiaries Par Pharmaceutical Companies, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par Pharmaceutical, Inc. Delaware 100% ParCare Ltd. New York 100% Kali Laboratories, Inc. New Jersey 100% Par Pharmaceutical, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par, I |
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| February 28, 2012 |
EXHIBIT 10.6.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of March 4, 2008, by and between Par Pharmaceutical, Inc., a Delaware corporation (?Par? or ?Employer?), and Stephen Montalto (?Executive?). R E C I T A L S : A. WHEREAS, Executive is presently employed by Employer in the capacity of Senior Vice President, Human Resources; B. WHEREAS, Employer and Executive desi |
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| February 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2011 Commission File Number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 14, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / LORD, ABBETT & CO. LLC Passive Investment SC 13G/A 1 c6844813ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Par Pharmaceutical Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69888P106 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 9, 2012 |
PRX / Par Pharmaceutical Companies, Inc. / VANGUARD GROUP INC Passive Investment parpharmaceuticalcosinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: Par Pharmaceutical Cos Inc Title of Class of Securities: Common Stock CUSIP Number: 69888P106 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the ap |
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| February 2, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 2, 2012 (November 17, 2011) PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 2, 2012 |
Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Statements of Par Pharmaceutical Companies, Inc. On November 17, 2011, Par Pharmaceutical, Inc. (“Par”), a wholly-owned subsidiary of Par Pharmaceutical Companies, Inc. (referred to herein as “we,” “our,” or “us”) completed its acquisition of Anchen Incorporated and its subsidiary Anchen Pharmaceuticals, Inc. (collectively referred to a |
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| February 2, 2012 |
Exhibit 99.2 ANCHEN INCORPORATED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2011 ANCHEN INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2011 December 31, 2010 ASSETS Current assets: Cash and cash equivalents $ 72,859,440 $ 17,585,608 Short-term investments 28,546,555 49,052,149 Accounts receivable, net 16,524,195 32,281,345 Receivable from affiliate 45,2 |
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| February 2, 2012 |
Exhibit 99.1 ANCHEN INCORPORATED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2010 and 2009 -1- REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Anchen Incorporated: We have audited the accompanying consolidated balance sheets of Anchen Incorporated and subsidiaries (“the Company”) as of December 31, 2010 and 2009 and the related consolidated statements |
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| January 6, 2012 |
Uniquely Positioned for Growth Uniquely Positioned for Growth ALLISON WEY Vice President, Investor Relations Forward - Looking Statement Certain statements in this presentation constitute “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . |
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| January 6, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 6, 2012 PAR PHARMACEUTICAL COMPANIES, INC. |
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| December 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10Q/A Amendment No. |
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| December 5, 2011 |
CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS EXHIBIT 10. |
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| November 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Par Pharmaceuticals Companies, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69888P106 (CUSIP Number) Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333 (N |
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| November 25, 2011 |
Exhibit B JOINT FILING AGREEMENT In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $. |
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| November 25, 2011 |
TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Exhibit A TRANSACTIONS BY REPORTING PERSONS IN LAST 60 DAYS Beneficial Ownership Purchase or Sale Quantity Transaction Date Price per Share (including commission) How Effected Relational Investors Mid-Cap Fund I, L. |
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| November 22, 2011 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| November 22, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 22, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 18, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 17, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 18, 2011 |
AGREEMENT AND AMENDMENT TO MERGER AGREEMENT EXHIBIT 2.1 AGREEMENT AND AMENDMENT TO MERGER AGREEMENT This Agreement and Amendment to the Agreement and Plan of Merger (this ?Amendment?) is entered into as of November 17, 2011 by and between Par Pharmaceutical, Inc. (?Parent?) and Admiral Acquisition Corp. (?Merger Sub?), on the one hand, and Anchen Incorporated (the ?Company?) and Chih-Ming Chen, Ph.D. (solely with respect to Article XII), on |
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| November 18, 2011 |
EXHIBIT 10.1 EXECUTION COPY CREDIT AGREEMENT dated as of November 17, 2011 among PAR PHARMACEUTICAL COMPANIES, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent U.S. BANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and DNB NOR BANK ASA and SUNTRUST BANK as Co-Documentation Agents J.P. MORGAN SECURITIES LLC as Sole Bookrunner and J. |
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| November 2, 2011 |
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This Amendment No. 1 to Share Purchase Agreement (this ?Amendment?), dated October 25, 2011, by and among Par Pharmaceutical, Inc., a Delaware corporation (the ?Buyer?), Edict Pharmaceuticals Private Limited, a company incorporated under the laws of India, having its registered office at 1/58, Pudupakkam Main Road, Pudupakkam, Kelambakkam ? |
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| November 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2011 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 2, 2011 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| November 2, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 2, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 24, 2011 |
EXHIBIT 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated effective as of August 23, 2011, is entered into by and between CHIH-MING CHEN, PH.D. (the "Holder") as a stockholder of ANCHEN INCORPORATED, a Delaware corporation (the "Company" or "Anchen"), and PAR PHARMACEUTICAL, INC., a Delaware corporation (?Par?). WHEREAS, concurrently with the effectiveness of this Agreement, th |
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| August 24, 2011 |
EXHIBIT 10.2 August 23, 2011 Par Pharmaceutical Companies, Inc. Senior Credit Facilities Commitment Letter Par Pharmaceutical Companies, Inc. 300 Tice Boulevard Woodcliff Lake, New Jersey 07677 Attention: Keith A. Kucinski, Vice President and Treasurer Ladies and Gentlemen: You (the ?Borrower?) have advised J.P. Morgan Securities LLC (?JPMorgan?) and JPMorgan Chase Bank, N.A. (?JPMCB?) that you in |
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| August 24, 2011 |
Contact: EXHIBIT 99.1 Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL TO ACQUIRE ANCHEN PHARMACEUTICALS Enhances Par?s R&D Platform Significantly Increases Current Pipeline Immediately Accretive in 2011 Conference Call Scheduled for 10:00am ET Today Woodcliff Lake, N.J., August 24, 2011 ? Par Pharmaceutical C |
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| August 24, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 23, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 24, 2011 |
EXECUTION VERSION EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between PAR PHARMACEUTICAL, INC. and ADMIRAL ACQUISITION CORP., on the one hand, and ANCHEN INCORPORATED, and CHIH-MING CHEN, PH.D. (solely with respect to Article XIII), on the other hand Dated as of August 23, 2011 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 15 ARTICLE II THE M |
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| August 3, 2011 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| August 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2011 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 3, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 3, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 3, 2011 |
EXHIBIT 10.1 AMENDMENT TO THE PAR PHARMACEUTICAL COMPANIES, INC. AMENDED AND RESTATED 1997 DIRECTORS? STOCK AND DEFERRED FEE PLAN Pursuant to Article VIII of the Par Pharmaceutical Companies, Inc. Amended and Restated 1997 Directors? Stock and Deferred Fee Plan, as amended and restated effective January 1, 2008 (the ?Plan?), the Plan is hereby amended as follows: Effective May 17, 2011, the first |
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| August 3, 2011 |
CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION EXHIBIT 10. |
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| May 23, 2011 |
Contact: Allison Wey Vice President Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| May 23, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 17, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. |
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| May 5, 2011 |
Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2011 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 5, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 5, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| March 30, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| February 24, 2011 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF STOCK OPTION (Effective for 20 1 1 Awards) EXHIBIT 10.5.14 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF STOCK OPTION (Effective for 20 1 1 Awards) This document sets forth the terms of the award of an Option (as defined in Section 1 below) to purchase shares of common stock grante d by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate of Stock Option Grant (the “Certificate”) displayed at the website of Morgan Sta |
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| February 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2010 Commission File Number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 24, 2011 |
PAR PHARMACEUTICAL COMPANIES, INC. CODE OF ETHICS EXHIBIT 14 PAR PHARMACEUTICAL COMPANIES, INC. CODE OF ETHICS < br> CORPORATE GOVERNANCE: Code of Ethics As amended by the Board of Directors, July 2010 TABLE OF CONTENTS I. PURPOSE OF CODE OF ETHICS 1 II. GENERAL STANDARDS OF CONDUCT 1 A. Board of Directors............................................................................................... 1 Conflicts of Interest ....................... |
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| February 24, 2011 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED STOCK UNIT AWARD (Effective for 2011 Awards) EXHIBIT 10.5.15 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED STOCK UNIT AWARD (Effective for 2011 Awards) This document sets forth the terms of the award of Restricted Stock Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate of Restricted Stock Units (the “Certificate”) displayed at the website of Morgan Stanley S |
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| February 24, 2011 |
EX-99.1 2 pressrelease22410parreportsq.htm PRESS RELEASE Contact: Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PAR PHARMACEUTICAL COMPANIES REPORTS FOURTH QUARTER AND FULL-YEAR RESULTS FOR 2010 Reports Q4 2010 GAAP EPS of $0.48; Adjusted Cash EPS of $0.61 Annual Revenue Tops $1.0 Billion for Second Consecutive Year Achieves |
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| February 24, 2011 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED SHARES AWARD (Effective for 2011 Awards) EXHIBIT 10.5.13 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED SHARES AWARD (Effective for 2011 Awards) This document sets forth the terms of the award of Restricted Shares (as defined in Section 1.1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate of Restricted Shares (the “Certificate”) displayed at the website of Morgan Stanley Smith Barney |
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| February 24, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 24, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 24, 2011 |
EXHIBIT 10.5.12 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF CHIEF EXECUTIVE OFFICER RESTRICTED STOCK UNIT AWARD (Effective for 2011 Award) These Terms of Chief Executive Officer Restricted Stock Unit Award (these “Terms”) set forth the terms of the award of Restricted Stock Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate |
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| February 24, 2011 |
SEPARATION AGREEMENT AND RELEASE Execution Version EXHIBIT 10.7.15 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (this ?Release?), is entered into as of December 17, 2010 by and between Par Pharmaceutical, Inc., a Delaware corporation (the ?Company?), and John A. MacPhee, a resident of the State of New Jersey (?Employee?). The Effective Date of this Release shall be as set forth in Section 6 herein. RECIT |
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| February 24, 2011 |
List of Subsidiaries Par Pharmaceutical Companies, Inc. EXHIBIT 21 List of Subsidiaries Par Pharmaceutical Companies, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par Pharmaceutical, Inc. Delaware 100% ParCare Ltd. New York 100% Kali Laboratories, Inc. New Jersey 100% Par Pharmaceutical, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par, I |
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| February 14, 2011 |
Par Pharmaceutical Cos., Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Par Pharmaceutical Cos., Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69888P106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 10, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: PAR PHARMACEUTICAL COS INC Title of Class of Securities: COMMON STOCK CUSIP Number: 69888P106 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| January 12, 2011 |
v207913ex99-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| January 12, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 12, 2011 PAR PHARMACEUTICAL COMPANIES, INC. |
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| December 17, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 17, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 3, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 3, 2010 |
SEPARATION AGREEMENT AND RELEASE EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (“Release”), dated July 30, 2010 is given by Lawrence Kenyon (“EMPLOYEE”) to PAR PHARMACEUTICAL, INC., and each and any of its parent and subsidiary corporations, affiliates, departments and divisions (“THE COMPANY”). The Effective Date of this Release shall be as set forth in Section 6 herein. RECITALS A. WHEREAS, |
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| November 3, 2010 |
EXECUTION COPY EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of November 2, 2010, by and between Par Pharmaceutical Companies, Inc., a Delaware corporation (?Parent?), and Par Pharmaceutical, Inc., a Delaware corporation and subsidiary of Parent (collectively with Parent, ?Par? or ?Employer?), and Patrick LePore (?Executive?). RECITALS: WHEREAS, Executive curr |
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| November 3, 2010 |
Contact: Allison Wey Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| November 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2010 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 3, 2010 |
EXHIBIT 10.1 EXECUTION COPY CREDIT AGREEMENT dated as of October 1, 2010 among PAR PHARMACEUTICAL COMPANIES, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent U.S. BANK NATIONAL ASSOCIATION as Syndication Agent and PNC BANK NATIONAL ASSOCIATION and BARCLAYS BANK PLC as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and U.S. BANK NATIONAL ASSOCIATION as Joint Bookr |
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| October 6, 2010 |
Date of report (Date of earliest event reported): October 1, 2010 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 1, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 4, 2010 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 21, 2010, is by and between Par Pharmaceutical, Inc., a Delaware corporation (“Par” or “Employer”), and Michael Tropiano (“Executive”). R E C I T A L S : A. WHEREAS, Executive desires to provide services to Par in the capacity of Chief Financial Officer. B. WHEREAS, Par and Executive desire to formaliz |
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| August 4, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 4, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2010 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| August 4, 2010 |
Contact: Allison Wey Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| July 23, 2010 |
PATRICK J. ZENNER ELECTED TO BOARD OF DIRECTORS OF PAR PHARMACEUTICAL COMPANIES, INC. Contact: EXHIBIT 99.1 Allison Wey Vice President, Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. (201) 802-4000 PATRICK J. ZENNER ELECTED TO BOARD OF DIRECTORS OF PAR PHARMACEUTICAL COMPANIES, INC. Woodcliff Lake, N.J., July 22, 2010 – Par Pharmaceutical Companies, Inc. (NYSE:PRX) today announced that Patrick J. Zenner has been elected to the company’s board of directo |
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| July 23, 2010 |
Date of report (Date of earliest event reported): July 22, 2010 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 22, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| June 4, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 4, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 20, 2010 |
Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 18, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 4, 2010 |
PAR PHARMACEUTICAL COMPANIES REPORTS CASH EPS AND GAAP EPS OF $0.75 FOR FIRST QUARTER 2010 Contact: Allison Wey Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| May 4, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 4, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| May 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2010 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant &nbs p;x Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| February 25, 2010 |
EXHIBIT 10.11.3 SEVENTH AMENDMENT TO LEASE . PARTIES . THIS AGREEMENT made the 24th day of February, 2010, is between 300 TICE REALTY ASSOCIATES L.L.C. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 343 Thornall Street, Edison, New Jersey 08837 and PAR PHARMACEUTICAL, INC. ("Lessee"), whose address is One Ram Ridge Road, Spring Valley, New York 10977. . STATEMENT OF FACTS . Lessor a |
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| February 25, 2010 |
List of Subsidiaries Par Pharmaceutical Companies, Inc. EXHIBIT 21 EXHIBIT 21 List of Subsidiaries Par Pharmaceutical Companies, Inc. Entity Jurisdiction of Organization Percentage of Voting Securities Owned by Its Immediate Parent Par Pharmaceutical, Inc. Delaware 100% ParCare Ltd. New York 100% Par SVC, LLC. New York 100% Kali Laboratories, Inc. New Jersey 100% Par Pharmaceutical, Inc. Entity Jurisdiction of Organization Percentage of Voting Securiti |
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| February 25, 2010 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF STOCK OPTION (Effective for 2010 Awards) EXHIBIT 10.6.10 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF STOCK OPTION (Effective for 2010 Awards) This document sets forth the terms of the award of an Option (as defined in Section 1 below) to purchase shares of common stock granted by PAR PHARMACEUTICAL COMPANIES, INC. (the ?Company?) pursuant to a Certificate of Stock Option Grant (the ?Certificate?) displayed at the website of Smith Barney |
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| February 25, 2010 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED SHARES AWARD (Effective for 2010 Awards) EXHIBIT 10.6.9 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED SHARES AWARD (Effective for 2010 Awards) This document sets forth the terms of the award of Restricted Shares (as defined in Section 1.1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the ?Company?) pursuant to a Certificate of Restricted Shares (the ?Certificate?) displayed at the website of Smith Barney Benefits Access? |
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| February 25, 2010 |
PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED STOCK UNIT AWARD (Effective for 2010 Awards) EXHIBIT 10.6.11 PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED STOCK UNIT AWARD (Effective for 2010 Awards) This document sets forth the terms of the award of Restricted Stock Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the ?Company?) pursuant to a Certificate of Restricted Stock Units (the ?Certificate?) displayed at the website of Smith Barney Ben |
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| February 25, 2010 |
UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2009 Commission File Number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 25, 2010 |
PAR PHARMACEUTICAL COMPANIES, INC. CORPORATE GOVERNANCE: CODE OF ETHICS EXHIBIT 14 PAR PHARMACEUTICAL COMPANIES, INC. CORPORATE GOVERNANCE: CODE OF ETHICS I. PURPOSE OF CODE OF ETHICS Par Pharmaceutical Companies, Inc. requires compliance with its Code of Ethics by its officers, employees and directors and compliance with the Code of Conduct for the officers, employees and directors of all of its subsidiaries (collectively, the “Company”). The purpose of this Code of |
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| February 24, 2010 |
Contact: Allison Wey Senior Director Investor Relations and Corporate Affairs Par Pharmaceutical Companies, Inc. |
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| February 24, 2010 |
Date of report (Date of earliest event reported): February 24, 2010 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 24, 2010 PAR PHARMACEUTICAL COMPANIES, INC. |
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| February 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PAR PHARMACEUTICAL COMPANIES, INC. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 69888P106 (CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 12, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| December 18, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2009 PAR PHARMACEUTICAL COMPANIES, INC. |
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| December 3, 2009 | ||
| December 3, 2009 |
Results of Operations and Financial Condition, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 3, 2009 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 25, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PAR PHARMACEUTICAL COMPANIES, INC. (Name of Issuer) PAR PHARMACEUTICAL COMPANIES, INC. (Name of Filing Person (Offeror and Issuer)) 2.875% Senior Subordinated Convertible Notes due 2010 (Title of Class of Securitie |
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| November 25, 2009 |
Par Pharmaceutical Announces Results of its “Modified Dutch Auction” Tender Offer Exhibit 99 (a)(5)(iii) Contact: Allison Wey Par Pharmaceutical Companies, Inc. (201) 802-4000 Par Pharmaceutical Announces Results of its “Modified Dutch Auction” Tender Offer Woodcliff Lake, New Jersey, November 25, 2009 — Par Pharmaceutical Companies, Inc. (NYSE: PRX) today announced the results of its “Modified Dutch Auction” tender offer, in which Par offered to purchase, for cash, up to $65,0 |
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| November 10, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PAR PHARMACEUTICAL COMPANIES, INC. (Name of Issuer) PAR PHARMACEUTICAL COMPANIES, INC. (Name of Filing Person (Offeror and Issuer)) 2.875% Senior Subordinated Convertible Notes due 2010 (Title of Class of Securitie |
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| November 9, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PAR PHARMACEUTICAL COMPANIES, INC. (Name of Issuer) PAR PHARMACEUTICAL COMPANIES, INC. (Name of Filing Person (Offeror and Issuer)) 2.875% Senior Subordinated Convertible Notes due 2010 (Title of Class of Securitie |
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| November 9, 2009 |
EX-99.A.1.VI 2 parsupplementtooffertopurch.htm SUPPLEMENT TO OFFER TO PURCHASE FOR CASH Exhibit 99 (a)(1)(vi) Supplement to Offer to Purchase for Cash dated October 14, 2009 by of Up to $65,000,000 Aggregate Principal Amount of its Outstanding 2.875% Senior Subordinated Convertible Notes due 2010 at a Purchase Price Not Greater than $1000.00 Nor Less than $982.50 Per $1,000 Principal Amount, Plus |
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| November 9, 2009 |
Exhibit 99 (a)(5)(ii) Contact: Allison Wey Par Pharmaceutical Companies, Inc. (201) 802-4000 Par Pharmaceutical Announces Extension and Increase in Maximum Purchase Price for ?Modified Dutch Auction? Tender Offer to Purchase up to $65,000,000 Aggregate Principal Amount of its Currently Outstanding 2.875% Senior Subordinated Convertible Notes due 2010 Woodcliff Lake, New Jersey, November 9, 2009 ? |
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| November 6, 2009 |
Par Pharmaceutical UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 3, 2009 Commission file number: 1-10827 PAR PHARMACEUTICAL COMPANIES, INC. |
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| November 6, 2009 |
Results of Operations and Financial Condition, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 6, 2009 PAR PHARMACEUTICAL COMPANIES, INC. |
