UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 18, 2007
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State of Incorporation)
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1-10269
(Commission File Number)
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95-1622442
(IRS Employer
Identification Number) |
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2525 Dupont Drive
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Irvine, California 92612
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Executive Offices) (Zip Code) |
(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2007, Allergan, Inc., a Delaware corporation (“Allergan”), filed a Current
Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission announcing the
execution of an Agreement and Plan of Merger, dated as of September 18, 2007 (the “Merger
Agreement”), by and among Allergan, Esmeralde Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Allergan, Esprit Pharma Holding Company, Inc., a Delaware corporation,
and the Escrow Participants’ Representative (as defined in the Merger Agreement). The purpose of
this amendment to the Original 8-K is to provide the Merger Agreement as Exhibit 2.1. No other
change is being made to the Original 8-K.
The description of the Merger Agreement in the Original 8-K and above is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto
as Exhibit 2.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 2.1 |
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Agreement and Plan of Merger, dated as of September 18, 2007, by and
among Allergan, Inc., Esmeralde Acquisition, Inc., Esprit Pharma
Holding Company, Inc. and the Escrow Participants’ Representative |