Bradley Pharmaceuticals Inc - Tender offer statement by Issuer (SC TO-I)
18 January 2008 - 4:19AM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Bradley
Pharmaceuticals, Inc.
(Name of Subject Company
(Issuer))
Bradley
Pharmaceuticals, Inc.
(Name of Filing Person
(Offeror))
Options to Acquire
Common Stock, Par Value $.01 Per Share
(Title
of Class of Securities)
Common Stock:
104576103
(CUSIP Number of Class of Securities)
Daniel
Glassman
President and Chief Executive Officer
Bradley Pharmaceuticals, Inc.
383 Route 46 West
Fairfield, New Jersey 07004
(973) 882-1505
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
James R. Tanenbaum, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8000
CALCULATION OF
FILING FEE
Transaction Valuation*
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Amount of Filing Fee
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$6,647,900
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$262.00
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*
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Estimated
solely for purposes of determining the amount of the filing fee. Pursuant to Rule
0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction
Valuation was calculated assuming that options to acquire an aggregate of 1,204,205
shares of common stock are purchased at the purchase price applicable to each
option. This offer relates to 1,023,645 options with exercise prices below $20.00
ranging from $1.125 to $19.45, for which we will pay the difference between $20.00
and the exercise price, and 180,600 options at exercise prices greater than $20.00,
for which we will pay $0.35 per option. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals $39.30 per $1,000,000 of the transaction valuation.
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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Check
the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to
designate any transactions to which the statement relates:
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third-party
tender offer subject to Rule 14d-1.
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|X|
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule 13d-2.
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Check the following box if the
filing is a final amendment reporting the results of the tender offer: |_|
Item 1. Summary Term Sheet.
The information set forth in the
Offer to Purchase under Summary Term Sheet is incorporated herein by reference.
Item 2. Subject Company
Information.
(a)
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Name
and address.
The name of the issuer is Bradley Pharmaceuticals, Inc. The address of
Bradleys principal executive office is 383 Route 46 West, Fairfield, New
Jersey 07004. Bradleys telephone number is (973) 882-1505.
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(b)
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Securities.
The information set forth in the Offer to Purchase under The Offer - Source and Amount
of Funds is incorporated herein by reference.
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(c)
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The
information set forth in the Offer to Purchase under The Offer - Market and Trading
Information is incorporated herein by reference.
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Item 3. Identity and Background
of Filing Person.
Bradley is the filing person. Bradleys
business address and business telephone number are set forth in Item 2(a) above. The
information set forth in the Offer to Purchase under The Offer - Interests of Directors
and Executive Officers; Transactions and Arrangements Concerning Shares is incorporated
herein by reference.
The following persons are the
executive officers, directors and/or controlling persons of Bradley:
Name
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Position
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Seth W. Hamot
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Non-executive Chairman of the Board
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Daniel Glassman
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President and Chief Executive Officer
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Andre Fedida, M.D.
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Director
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Michael Fedida, R.Ph.
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Director and Chairman of the Compensation Committee
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Steven Kriegsman
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Director
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Douglas E. Linton
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Director and Chairman of the Nominating and Corporate Governance
Committee
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William J. Murphy
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Director and Chairman of the Audit Committee
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Bradley Glassman
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Sr. Vice President, Sales and Marketing
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Alan Goldstein
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Vice President, Corporate Development, and Secretary
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Ralph Landau, Ph.D.
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Vice President, Chief Scientific Officer
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R. Brent Lenczycki
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Vice President, Chief Financial Officer, and Treasurer
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The business address and telephone
number of each of the above executive officers and directors is c/o Bradley
Pharmaceuticals, Inc, 383 Route 46 West, Fairfield, New Jersey 07004, and (973) 882-1505.
Item 4. Terms of the Transaction.
(a)
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Material
Terms.
The following sections of the Offer to Purchase contain information regarding the
material terms of the transaction and are incorporated herein by reference:
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Summary Term Sheet
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Questions and Answers about the Offer
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Significant Consequences to Non-Tendering Option Holders
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The Offer
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The Merger
(b)
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Purchases.
The information set forth in the Offer to Purchase under The Offer - Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Eligible Options is incorporated herein by reference.
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Item 5. Past Contacts,
Transactions, Negotiations and Agreements.
The
information set forth in the Offer to Purchase under The Offer - Interests of Directors
and Executive Officers; Transactions and Arrangements Concerning the Eligible Options is
incorporated herein by reference.
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Item 6. Purposes of the
Transaction and Plans or Proposals.
(a)
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Purposes.
The information set forth in the Offer to Purchase under Summary Term Sheet, The
Offer Purpose of the Tender Offer and Significant Consequences To
Non-Tendering Option Holders is incorporated herein by reference.
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(b)
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Use
of Securities Acquired.
The information set forth in the Offer to Purchase under The
Offer Purpose of the Tender Offer is incorporated herein by reference.
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(c)
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Plans.
The information set forth in the Offer to Purchase under The Offer - Purpose of the
Tender Offer is incorporated herein by reference.
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Item 7. Source and Amount of
Funds and Other Consideration.
The
information set forth in the Offer to Purchase under The Offer Source and Amount of
Funds is incorporated herein by reference.
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Item 8. Interest in Securities of
the Subject Company.
(a)
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Securities
Ownership.
The information set forth in the Offer to Purchase under The Offer Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
the Eligible Options is incorporated herein by reference.
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(b)
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Securities
Transactions. Not applicable.
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Item 9. Persons/Assets Retained,
Employed, Compensated or Used.
The information set forth in the
Offer to Purchase under The Offer Fees and Expenses is incorporated herein by
reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information
(a)
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Agreements,
Regulatory Requirements and Legal Proceedings.
The information set forth in the Offer to
Purchase under The Offer - Legal Matters; Regulatory Approvals and The Merger
- Conditions to Completion of the Merger is incorporated herein by reference.
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(b)
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Other
Material Information.
The information set forth in the Offer to Purchase under Significant
Consequences To Non-Tendering Option Holders is incorporated herein by
reference.
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Item 12. Exhibits
(a)(1)
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Offer
to Purchase, dated January 17, 2008
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(a)(2)
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Election
to Tender Form
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(a)(3)
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Cover
Letter to the Offer to Purchase
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(a)(4)
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Form
of Withdrawal
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(a)(5)
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Definitive
Proxy Statement, dated January 17, 2008; incorporated by reference to the Schedule 14A
filed by Bradley Pharmaceuticals, Inc. on January 17, 2008
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Item 13. Information
Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
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BRADLEY
PHARMACEUTICALS, INC.
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By:
/s/ Daniel Glassman
Name: Daniel Glassman
Title: President and Chief Executive Officer
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Dated: January 17, 2008
EXHIBIT INDEX
(a)(1)
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Offer
to Purchase, dated January 17, 2008
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(a)(2)
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Election
to Tender Form
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(a)(3)
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Cover
Letter to the Offer to Purchase
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(a)(4)
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Form
of Withdrawal
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(a)(5)
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Definitive
Proxy Statement, dated January 17, 2008; incorporated by reference to the Schedule
14A filed by Bradley Pharmaceuticals, Inc. on January 17, 2008
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