UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2003
RIBAPHARM INC.
(Exact name of registrant as specified in charter)
Delaware 1-31294 95-4805655
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
3300 Hyland Avenue, Costa Mesa, CA 92626
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 427-6236
Item 5. Other Events and Required FD Disclosure
Amendment of Stockholder Rights Plan
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On August 4, 2003, pursuant to an agreement with ICN Pharmaceuticals,
Inc. ("ICN") and Rx Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of ICN ("Purchaser"), and upon authorization of the
Board of Directors of Ribapharm, Inc. (the "Company"), the stockholder rights
plan adopted by the Company on June 20, 2003, and amended on July 2, 2003 (the
"Rights Plan"), was further amended to provide that (i) neither ICN nor
Purchaser, nor any of their respective affiliates, shall be deemed an "Acquiring
Person" (as defined in the Rights Plan, as amended) as a result of the
acquisition of the Company's common stock pursuant to the current terms of ICN's
tender offer and subsequent short-form merger; and (ii) the acquisition of the
Company's common stock pursuant to the current terms of ICN's tender offer and
subsequent short-form merger will not cause a "Distribution Date" (as defined in
the Rights Plan, as amended) to occur, which would otherwise result in the
Rights issued pursuant to the Rights Agreement to become exercisable.
This summary description of the amendment to the Rights Plan is not
intended to be complete and is qualified in its entirety by reference to the
Second Amendment to Rights Agreement, dated as of August 4, 2003, by and between
the Company and Continental Stock Transfer & Trust Company, which is attached
hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
4.1 Second Amendment to Rights Agreement, dated as of August
4, 2003, by and between Ribapharm Inc. and Continental
Stock Transfer & Trust Company, as Rights Agent.
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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.
RIBAPHARM INC.
Date: August 4, 2003
By: /s/ Daniel J. Paracka
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Daniel J. Paracka
Chairman of the Board of Directors
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EXHIBIT INDEX
4.1 Second Amendment to Rights Agreement, dated as of August 4, 2003, by
and between Ribapharm Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent.