|
Common Stock, $0.02 par value per share, of Bentley Pharmaceuticals,
Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833
|
|
(a) Name:
Michael McGovern
(b) Business
Address: Bentley Pharmaceuticals,
Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833
(c) Principal
Occupation: The reporting person is a director of Bentley Pharmaceuticals,
Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833
(d) The
reporting person has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) The
reporting person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
Citizenship: USA
|
|
On March 31, 2008,
Bentley Pharmaceuticals, Inc. (“Bentley” or the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Teva Pharmaceuticals
Industries Ltd., an Israeli corporation (“Teva”), and Beryllium Merger
Corporation, a wholly-owned, newly-formed subsidiary of Teva (“Acquisition
Sub”). In conjunction with the
execution of the Merger Agreement, and to induce Teva to enter into the
Merger Agreement, Michael McGovern entered into a Voting Agreement (the
“Voting Agreement”) with Teva, James Murphy and Elizabeth McGovern (Michael
McGovern’s wife) dated March 31, 2008, pursuant to which Mr. McGovern has
agreed to vote all shares of Common Stock beneficially owned by him in favor
of the Merger. Mr. McGovern has
appointed Teva as the sole and exclusive attorney and proxy, with full power
of substitution and resubstitution, to vote the shares of Common Stock
beneficially owned by him in favor of
the Merger.
The Merger Agreement is
incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed April
1, 2008 by Bentley Pharmaceuticals, Inc.
A copy of the Voting Agreement is filed as Exhibit 1 hereto. The descriptions of the Merger Agreement
and the Voting Agreement included in this Schedule 13D are qualified in their
entirety by reference to these filed exhibits.
|
|
On March 31, 2008, the
Company entered into the Merger Agreement described in Item 4 above. Pursuant to the Voting Agreement entered
into in conjunction with the Merger Agreement, Mr. McGovern has agreed to
vote his shares (the “Subject Shares”) in favor of the Merger. The Subject Shares together with all
options held by Mr. McGovern that vest within 60 days of March 31, 2008
represent 14.2% of the Company’s outstanding capital stock as of March 29,
2008.
As a result of the
Voting Agreement, Mr. McGovern may be deemed to have shared voting and
dispositive powers with respect to the Subject Shares and Teva and
Acquisition Sub may be deemed to be beneficial owners of the Subject Shares.
|
|
Pursuant to the Voting Agreement,
and subject to the terms and conditions contained therein, Mr. McGovern has
agreed that, prior to the termination of the Voting Agreement, at any meeting
of the stockholders of Bentley, however called, or in connection with any
written consent of, or any other action by, the stockholders of Bentley given
or solicited, Mr. McGovern shall vote, or provide consent with respect to,
all of the Subject Shares entitled to vote or to consent thereon: (i) in
favor of consummation of the Merger Agreement and the transactions
contemplated thereby (including, without limitation, the merger and the
spin-off) and (ii) against any Alternative Transaction (as defined in the
Voting Agreement) or any other action or agreement that would result in a
breach in any material respect of any covenant, representation or warranty or
any other obligation or agreement of Bentley under the Merger Agreement or
that is intended, or could reasonably be expected, to materially impede,
interfere with, delay postpone, discourage or adversely affect the
consummation of the Merger or the other transactions contemplated by the
Merger Agreement.
Furthermore, except as
provided for in the Voting Agreement, Mr. McGovern, has irrevocably granted
to and appointed Teva to be his proxy and attorney-in-fact (with full power
of substitution) to vote all the Subject Shares (owned of record) in
accordance with the provisions described above.
Also pursuant to the
Voting Agreement, and subject to the terms and conditions contained therein,
Mr. McGovern has agreed that until termination of the Voting Agreement, Mr.
McGovern shall (i) not take any action to subject any of the Subject Shares
that are beneficially owned by him to any lien, (ii) not (w) transfer or
agree to transfer, (x) solicit or encourage (including by way of providing
material nonpublic information) any proposal, (y) participate or engage in
discussions or negotiations, or (z) enter into any agreement or arrangement
in principal, in each case with respect to the transfer of any of the Subject
Shares that are beneficially owned by him or grant any proxy or
power-of-attorney with respect to any such Subject Shares, (iii) vote all of
the Subject Shares against any Alternative Transaction and (iv) use all
reasonable efforts to prevent any creditor in respect of any pledge of the
Subject Shares that are beneficially owned by Mr. McGovern from exercising
his rights under such pledge.
The Voting Agreement
provides that it will terminate upon the earliest of (i) the effective time
of the Merger, (ii) the termination of the Merger Agreement in accordance
with Section 8.1 thereof, (iii) the time of any modification to the Merger
Agreement that adversely affects Mr. McGovern in any material respect, or
(iv) written notice by Teva to Mr. McGovern of the termination of the Voting
Agreement. The Voting Agreement is
incorporated herein by reference and the foregoing summary is qualified in
its entirety by reference to the filed exhibit.
|
|
Exhibit 1. Voting
Agreement, dated as of March 31, 2008, by and among Teva Pharmaceutical
Industries Limited, Beryllium Merger Corporation, Michael McGovern, James
Murphy and Elizabeth McGovern.
|