UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PERRIGO COMPANY
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
714290103
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(CUSIP Number)
Moshe Arkin
c/o Agis Industries (1983) Ltd.
29 Lehi Street, B'nei-Brak 51200, Israel
Telephone: 972-3-577-3700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
COPY TO:
DAVID FOX, ESQ.
THOMAS W. GREENBERG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & Flom LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
MARCH 17, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [_].
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act.
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moshe Arkin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7. NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
10,022,092 Shares
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,022,092 Shares
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,022,092 Shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14. TYPE OF REPORTING PERSON
IN
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2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nichsei Arkin Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7. NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
10,022,092 Shares
----------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,022,092 Shares
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,022,092 Shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14. TYPE OF REPORTING PERSON
CO
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3
The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
shares of common stock, without par value (the "Perrigo Shares"), of Perrigo
Company, a Michigan corporation ("Perrigo"). The principal executive offices
of Perrigo are located at 515 Eastern Avenue, Allegan, Michigan 49010.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Statement is filed by Moshe Arkin, an individual
who is a citizen of the State of Israel ("Arkin"), and Nichsei Arkin Ltd., an
Israeli company controlled by Arkin ("Nichsei"). Arkin's and Nichsei's
principal business address is 29 Lehi Street, B'nei-Brak 51200, Israel. Arkin
is the sole director and executive officer of Nichsei. His present principal
business occupation is serving as Vice Chairman of Perrigo.
(d) - (e) During the last five years, neither Arkin or Nichsei has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 10,022,092 Perrigo Shares subject to this Schedule (the "Subject
Shares") were acquired as a result of the Merger described in Item 4 below.
Arkin and Nichsei did not pay additional consideration in connection with the
acquisition of the Subject Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger, dated as of November 14,
2004 (the "Merger Agreement"), among Perrigo, Perrigo Israel Opportunities
Ltd., an Israeli company and indirect wholly-owned subsidiary of Perrigo
("Merger Sub"), and Agis Industries (1983) Ltd., an Israeli company ("Agis"),
a copy of which is filed as Exhibit A, on March 17, 2005 Merger Sub merged
with and into Agis and Agis became an indirect wholly-owned subsidiary of
Perrigo (such events constituting the "Merger").
As a result of the Merger, each outstanding ordinary share of Agis
was converted into the right to receive (a) 0.8011 shares of Perrigo common
stock and (b) $14.93 in cash.
In the Merger, Nichsei received the Subject Shares that were
otherwise issuable to Arkin in consideration for all of the ordinary shares of
Agis then owned by Arkin, then Agis' Chairman and President and controlling
shareholder.
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In connection with the Merger Agreement, on November 14, 2004, Arkin
and Perrigo entered into a lock-up agreement (the "Lock-up Agreement"), a copy
of which is filed as Exhibit B, a registration rights agreement (the
"Registration Rights Agreement"), a copy of which is filed as Exhibit C, a
nominating agreement (the "Nominating Agreement"), a copy of which is filed as
Exhibit D, and an employment agreement (the "Employment Agreement"), a copy of
which is filed as Exhibit Eo.
Pursuant to the terms of the Lock-up Agreement, Arkin agreed that he
will not, directly or indirectly, dispose of any of the Subject Shares for two
years following the consummation of the Merger. For a period commencing on the
second anniversary of the Merger and ending on the third anniversary of the
Merger, Arkin agreed to make no disposition of more than 50% of the Subject
Shares. The restrictions on dispositions set forth above shall not apply to
dispositions to a family member, trust or other entity made solely for estate
or tax planning purposes (provided that any such transferee will agree to be
bound by the Lock-up Agreement). If Arkin's employment with Agis is terminated
under certain circumstances, Arkin will have the right to terminate the
Lock-up agreement upon the earlier of (a) the two year anniversary of the
Merger or (b) the six month anniversary of such termination of employment.
Pursuant to the terms of the Registration Rights Agreement, beginning
120 days before the second anniversary of the Merger (or, if earlier, upon the
termination of the Lock-up Agreement), Arkin will have the right to demand
registration of the Subject Shares once a year for three years (subject to a
minimum sale requirement of 2,000,000 Perrigo Shares under each such
registration). In addition, beginning two years after the completion of the
Merger, Arkin will have the right to participate in any other registrations by
Perrigo of Perrigo Shares (except in the event the Lock-up Agreement was
terminated).
Under the Registration Rights Agreement, in each registration of
Subject Shares, Arkin will bear his and Perrigo's registration expenses,
including the fees of Perrigo's legal counsel up to $50,000. In the event
Arkin participates in a registration made by Perrigo, Mr. Arkin will only be
required to bear a proportionate part of such registration expenses.
Pursuant to the terms of the Nominating Agreement, Arkin was
nominated to the Perrigo Board of Directors on March 17, 2005, and is entitled
to nominate an additional independent director (and in the event of a vacancy
on the Perrigo Board, to nominate a second independent director) to the
Perrigo Board. Each independent director will serve on the Perrigo Board for
the remainder of the term of the class of directors to which he or she will be
nominated and for one additional full term of such class. Each independent
director will also serve on at least one committee of the Perrigo Board, in
accordance with and subject to his or her respective qualifications. Perrigo
has agreed that one independent director will be invited to serve on the audit
committee of the Perrigo Board and one independent director will be invited to
serve on the compensation committee of the Perrigo Board, in each case subject
to their respective qualifications.
Arkin's right under the Nominating Agreement to designate the
independent directors (and the right of the independent directors to serve
on the Perrigo Board) will terminate when Arkin both (i) ceases to own
(including through an entity controlled by
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Arkin) 9% of the outstanding Perrigo Shares and (ii) ceases to own (including
through an entity controlled by Arkin) 9,000,000 Perrigo Shares. Arkin's right
to serve on the Perrigo Board will terminate when Arkin ceases to own
(including through an entity controlled by Arkin) 5,000,000 Perrigo Shares.
Pursuant to the terms of his employment Agreement, Arkin serves as
Perrigo's Vice Chairman and is a member of Perrigo's executive committee.
Arkin's primary duties include the overall responsibility for long term
strategic planning of Perrigo's and Agis' prescription and active
pharmaceutical ingredients business, monitoring achievement of operational and
financial results and developing growth and diversification strategies to
achieve ongoing objectives. In addition to his annual salary and target bonus,
Arkin will be granted an initial option to purchase 50,000 Perrigo Shares as
part of Perrigo's October 2005 annual option grant and his Employment
Agreement contemplates him receiving additional annual option grants. In
conjunction with his Employment Agreement, Arkin executed a noncompetition and
nondisclosure agreement that restricts his ability to compete with Perrigo for
the longer of the term of his Employment Agreement and a period of one year
following termination of his employment.
On March 17, 2005, Nichsei, as the holder of record of the Subject
Shares, agreed to be bound by and become a party to the Lock-up Agreement and
the Registration Rights Agreement.
The foregoing summary of certain provisions of the Merger Agreement,
the Lock-up Agreement, the Registration Rights Agreement, the Nominating
Agreement and the Employment Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements.
Copies of such agreements are filed as Exhibits A, B, C, D and E,
respectively, to this Statement and are incorporated herein by reference.
Except as set forth in this Item 4, neither Arkin nor Nichsei has any
present plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of March 17, 2005, as a result of Arkin's control over
Nichsei, Arkin is the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of 10,022,092 Perrigo Shares held of record by Nichsei,
which represent approximately 10.7% of the total outstanding Perrigo Shares
(based on the number of Perrigo Shares disclosed as expected to be outstanding
upon consummation of the Merger in the Registration Statement on Form S-4
filed by Perrigo on February 11, 2005).
(b) As a result of Arkin's control over Nichsei, Arkin has the sole
power to direct the vote and the sole power to direct the disposition of
10,022,092 Perrigo Shares. Nichsei is the record owner of such Perrigo Shares
and, as such, has the sole power to vote and dispose of such shares.
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(c) Except as set forth or incorporated herein, neither Arkin nor
Nichsei has effected any transaction in Perrigo Shares during the past 60
days.
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement, the Lock-up Agreement, the
Registration Rights Agreement, the Nominating Agreement and the Employment
Agreement, there are no present contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any other person, with respect to the securities of
Perrigo, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement and Plan of Merger, dated November 14, 2004, by and
among Perrigo Company, Perrigo Israel Opportunities Ltd. and Agis Industries
(1983) Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by Perrigo Company on November 18, 2004).
B. Lock-up Agreement, dated November 14, 2004, by and among Perrigo
Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin (incorporated
herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by
Perrigo Company on November 18, 2004).
C. Registration Rights Agreement, dated November 14, 2004, by and
between Perrigo Company and Moshe Arkin (incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo Company on
November 18, 2004).
D. Nominating Agreement, dated November 14, 2004, by and between
Perrigo Company and Moshe Arkin (incorporated herein by reference to Exhibit
10.2 to the Current Report on Form 8-K filed by Perrigo Company on November
18, 2004).
E. Employment Agreement, dated November 14, 2004, by and among
Perrigo Company, Agis Industries (1983) Ltd. and Moshe Arkin (incorporated
herein by reference to Exhibit 99.6 to the Registration Statement on Form S-4
filed by Perrigo Company on February 11, 2005).
F. Joint Filing Agreement, dated March 25, 2005, between Moshe Arkin
and Nichsei Arkin Ltd.
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After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: March 25, 2005
NICHSEI ARKIN LTD.
By: /s/ Moshe Arkin
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Name: Moshe Arkin
Title: Chairman
MOSHE ARKIN
/s/ Moshe Arkin
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INDEX TO EXHIBITS
Exhibit
Number Document
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A Agreement and Plan of Merger, dated November 14, 2004, by and
among Perrigo Company, Perrigo Israel Opportunities Ltd. and
Agis Industries (1983) Ltd. (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Perrigo
Company on November 18, 2004).
B Lock-up Agreement, dated November 14, 2004, by and among Perrigo
Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin
(incorporated herein by reference to Exhibit 10.5 to the Current
Report on Form 8-K filed by Perrigo Company on November 18,
2004).
C Registration Rights Agreement, dated November 14, 2004, by and
between Perrigo Company and Moshe Arkin (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by Perrigo Company on November 18, 2004).
D Nominating Agreement, dated November 14, 2004, by and between
Perrigo Company and Moshe Arkin (incorporated herein by
reference to Exhibit 10.2 to the Current Report on Form 8-K
filed by Perrigo Company on November 18, 2004).
E Employment Agreement, dated November 14, 2004, by and among
Perrigo Company, Agis Industries (1983) Ltd. and Moshe Arkin
(incorporated herein by reference to Exhibit 99.6 to the
Registration Statement on Form S-4 filed by Perrigo Company on
February 11, 2005).
F Joint Filing Agreement, dated March 25, 2005, between Moshe
Arkin and Nichsei Arkin Ltd.
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