- Current report filing (8-K)
February 25 2010 - 5:22AM
Edgar (US Regulatory)
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 25, 2010
CHATTEM, INC.
(Exact Name of Registrant as
Specified in its Charter)
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Tennessee
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0-5905
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62-0156300
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1715 West
38
th
Street, Chattanooga, Tennessee 37409
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (423) 821-4571
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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x
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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On February 9, 2010,
Chattem, Inc. (the “Company”) issued a press release announcing that, pursuant to the terms of the indentures (the “Indentures”) governing its 2.00% convertible senior notes due 2013 (the “2.00% Notes”) and its 1.625%
convertible senior notes due 2014 (the “1.625% Notes” and collectively, the “Notes”), a Fundamental Change (as such term is defined in the respective Indentures) occurred on February 9, 2010 (the “Fundamental Change
Effective Date”). Pursuant to the Indentures, the holders of the Notes have the right to require the Company to repurchase all or a part of their Notes as a result of the Fundamental Change at a purchase price of par plus accrued and unpaid
interest to, but excluding the repurchase date (the “Repurchase Right”).
On February 25, 2010, the Company announced its
intention to commence a tender offer to repurchase any and all of its outstanding Notes that had not yet been converted following the occurrence of the Fundamental Change in order to satisfy the Repurchase Right under each of the respective
Indentures. The Company intends to offer to repurchase $8.0 million of the 2.00% Notes and $38.303 million of the 1.625% Notes, each at par plus accrued and unpaid interest, which amounts reflect the aggregate principal amount of the Notes that have
not been converted following the occurrence of the Fundamental Change, pursuant to each of the Indentures. The tender offer is expected to begin today, February 25, 2010, and to expire at 5:00 p.m., New York City time, on March 25, 2010. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
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Exhibit
No.
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Description
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99.1
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Press release issued by Chattem, Inc. dated February 25, 2010.
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SIGNATURES
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.
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CHATTEM, INC.
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Date: February 25, 2010
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By:
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/
S
/ T
HEODORE
K.
W
HITFIELD
, J
R
.
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Name:
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Theodore K. Whitfield, Jr.
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Title:
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Vice President and General Counsel
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3
EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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99.1
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Press release issued by Chattem, Inc. dated February 25, 2010.
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