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):
March 1, 2005
PERRIGO COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
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(State of other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
515 Eastern Avenue, Allegan, Michigan 49010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 673-8451
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Not Applicable
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(Former name or 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:
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
The Board of Directors approved an amendment and restatement of the Restated
Bylaws of Perrigo Company effective March 1, 2005. Section 2 of Article III was
amended to provide that notice of a special Board meeting may be given by
electronic mail. Section 1 of Article IV was amended to provide that the Board
shall annually elect a President, a Secretary and a Treasurer.
The Restated Bylaws of Perrigo Company, as amended through March 1, 2005, are
attached as Exhibit 3.1.
ITEM 8.01. OTHER EVENTS
On March 2, 2005, Agis Industries (1983) Ltd. issued a press release regarding
the distribution of a dividend to its shareholders. Although Perrigo previously
thought that the dividend payment date would be on or prior to the closing date
of its merger with Agis, the press release specifies a dividend payment date of
March 31, 2005, which Perrigo anticipates will be subsequent to the closing of
this merger. The press release is attached as Exhibit 99.1.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
Perrigo has filed with the SEC a Registration Statement on Form S-4, which
includes a proxy statement/prospectus of Perrigo and other relevant materials in
connection with the proposed transaction. The proxy statement/prospectus was
mailed to the stockholders of Perrigo. Investors and security holders of Perrigo
are urged to read the proxy statement/prospectus and the other relevant
materials because they contain important information about Agis, Perrigo and the
proposed transaction. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Perrigo with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. Investors and
security holders may obtain free copies of the documents filed with the SEC by
Perrigo at www.perrigo.com. Investors and security holders are urged to read the
proxy statement/prospectus and the other relevant materials before making any
voting or investment decision with respect to the proposed transaction.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1. Restated Bylaws of Perrigo Company, as amended through March 1,
2005.
99.1. Press release issued by Agis Industries (1983) Ltd. on March 2,
2005.
SIGNATURES
Pursuant to the requirement 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.
PERRIGO COMPANY
(Registrant)
By: /s/ Todd W. Kingma
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Dated: March 3, 2005 Todd W. Kingma
Senior Vice President, Secretary and
General Counsel
Exhibit Index
3.1. Restated Bylaws of Perrigo Company, as amended through March 1, 2005.
99.1. Press release issued by Agis Industries (1983) Ltd. on March 2, 2005.