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): DECEMBER 13, 2002
RIBAPHARM INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-31294 95-4805665
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
3300 HYLAND AVENUE
COSTA MESA, CALIFORNIA 92626
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(Address of principal executive offices)
(714) 427-6236
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
(a) Ribapharm Seeks ICN's Board Assurance of Spin-Off
On December 20, 2002, Ribapharm Inc. (the "Company") issued a
press release announcing that it has requested assurances from ICN
Pharmaceuticals, Inc. ("ICN"), its 80% shareholder, that ICN intends to proceed
with its previously announced tax free spin-off to ICN shareholders of all of
its shares of Ribapharm common stock. A copy of the press release is attached
hereto as an Exhibit.
(b) Amendment of Bylaws
On December 13, 2002, the Company's Board of Directors adopted
an amendment to the amended and restated bylaws of the Company to add a new
Section 8(C)(4) to Article I, which sets forth the manner in which advance
notice of a proposal of business by shareholders required by the Company's
certificate of incorporation must be given. A copy of the amendment is attached
hereto as an Exhibit.
ITEM 7. EXHIBITS.
Exhibit No. Description
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99.1 Press release, dated December 20, 2002, issued by the Company
seeking ICN's Board assurance of spin-off.
99.2 Amendment to amended and restated bylaws of the Company,
effective December 13, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 20, 2002 RIBAPHARM INC.
By: /s/ Roger D. Loomis, Jr.
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Roger D. Loomis, Jr.
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated December 20, 2002, issued by the Company
seeking ICN's Board assurance of spin-off.
99.2 Amendment to amended and restated bylaws of the Company,
effective December 13, 2002.
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EXHIBIT 99.1
RIBAPHARM SEEKS ICN'S BOARD ASSURANCE OF SPIN-OFF
COSTA MESA, Calif., December 20, 2002 - Ribapharm Inc. (NYSE: RNA) today
announced that it has requested assurances from ICN Pharmaceuticals, Inc.
("ICN"), its 80% shareholder, that ICN intends to proceed with its previously
announced tax free spin off to ICN shareholders of all of its shares of
Ribapharm common stock.
In a letter to ICN, Ribapharm requested a resolution from ICN's Board of
Directors certifying ICN's intention to complete the spin off. Ribapharm noted
in the letter that it had entered into certain tax arrangements under a tax
sharing agreement with ICN based on the previously announced spin off. In
connection with the continued performance of Ribapharm's obligations under that
agreement, Ribapharm stated that it would need assurances of ICN's previously
announced intentions.
"ICN committed publicly to spin off Ribapharm, and on behalf of all our
stockholders we need to determine if ICN has now changed its position," said
Johnson Y.N. Lau, M.D., Chairman and CEO of Ribapharm. "The Ribapharm Board of
Directors is committed to enhancing the value of Ribapharm for all our
stockholders, and continues to believe that the spin off is in the best
interests of both ICN and Ribapharm."
Ribapharm is a biopharmaceutical company that seeks to discover, develop,
acquire and commercialize innovative products for the treatment of significant
unmet medical needs, principally in the antiviral and anticancer areas.
EXHIBIT 99.2
AMENDMENT TO BYLAWS ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 13, 2002
RESOLVED, that the Bylaws of the Company be amended by adding a new
Section 8(C)(4) to Article I in the form set forth in the attachment to these
minutes, and the executive officers of the Company are hereby authorized to
prepare any filings with the Securities and Exchange Commission, the New York
Stock Exchange or other applicable authority to give notice of such Bylaw
amendment.
NEW SECTION 8(C)(4) OF ARTICLE I OF THE BYLAWS
(4) The advance notice of the proposal of business by stockholders required
by Article VI, Section (c) of the Certificate of Incorporation shall be
given in the manner set forth in this Section 8. In the case of action
to be taken by stockholders at any annual or special meeting of
stockholders, the required notices are set forth in paragraphs (A) and
(B) of this Section 8. In the case of action to be taken by
stockholders by written consent (during the period when action by
written consent is not prohibited by Article VI, Section (d) of the
Certificate of Incorporation), the stockholder or stockholders
proposing to take such action shall give notice of the proposed action,
which notice shall be in writing and delivered to the Secretary at the
principal executive offices of the Corporation, a reasonable period
(but not less than 35 days) before the proposed effective date of such
action. Without limiting the foregoing, and consistent with paragraph
(C)(3) of this Section 8, it is the intent of this notice requirement
that the Corporation will be allowed an appropriate period to comply
with Rule 14c-2 under the Exchange Act and other applicable disclosure
requirements. To the extent relevant, the notice shall include the
information referred to in paragraph (A)(2) of this Section 8.