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 19, 2004
HALSEY DRUG CO., INC.
616 N. North Court, Palatine, Illinois 60067
(847-705-7709)
695 North Perryville Road, Rockford, Illinois 61107
(Former Address)
<Table>
Incorporated under the laws of Commission File Number I.R.S. Employer Identification Number
State of New York 1-10113 11-0853640
</Table>
This Current Report on Form 8-K is filed by Halsey Drug Co., Inc., a New
York corporation (the "Company"), in connection with the matters described
herein.
Item 5. Other Events
On March 19, 2004, the Company and its wholly-owned subsidiary, Axiom
Pharmaceutical Corporation, a Delaware corporation ("Axiom"), entered into an
Asset Purchase Agreement (the "Asset Purchase Agreement") with IVAX
Pharmaceuticals New York LLC, a New York limited liability company ("IVAX").
Pursuant to the Asset Purchase Agreement, the Company and Axiom agreed to sell
to IVAX substantially all of the assets located at the Company's former
manufacturing sites in Congers, New York. Shareholder approval is necessary to
complete this transaction and will be sought at the next annual meeting of
shareholders. In connection with the Asset Purchase Agreement, the Company, IVAX
and certain holders of the Company's voting securities, who, collectively,
control more than two-thirds of the Company's voting securities, entered into a
voting agreement (the "Voting Agreement") which obligates these securityholders
to vote to approve the transaction. IVAX is using the Company's assets located
at the Congers facilities under a Use and License Agreement until the
shareholder meeting.
Copies of the Asset Purchase Agreement, the Voting Agreement and the Use
and License Agreement are attached hereto as Exhibits 2.1, 10.1 and 10.2,
respectively. The foregoing summary of the transaction is qualified in its
entirety by reference to the Asset Purchase Agreement, the Voting Agreement
and the Use and License Agreement, which are incorporated herein by reference.
A copy of the press release announcing the sale is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(b) Exhibits
<Table>
<Caption>
Exhibit
Number Description
- ------- -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by
and among Halsey Drug Co., Inc., Axiom Pharmaceutical
Corporation and IVAX Pharmaceuticals New York LLC
10.1 Voting Agreement, dated March 19, 2004, by and
among Halsey Drug Co., Inc., IVAX Pharmaceuticals
New York LLC and certain holders of Halsey Drug Co., Inc.'s
voting securities
10.2 Use and License Agreement, dated March 19, 2004, by and
among Halsey Drug Co., Inc., Axiom Pharmaceutical Corporation
and IVAX Pharmaceuticals New York LLC
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004.
</Table>
SIGNATURES
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 thereunto duly authorized.
HALSEY DRUG CO., INC.
By: /s/ Andrew D. Reddick
-----------------------------------
Andrew D. Reddick
President & Chief Executive Officer
Date: March 24, 2004
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
- ------- -----------
2.1 Asset Purchase Agreement, dated March 19, 2004, by and
among Halsey Drug Co., Inc., Axiom Pharmaceutical Corporation
and IVAX Pharmaceuticals New York LLC
10.1 Voting Agreement, dated March 19, 2004, by and among Halsey
Drug Co., Inc., IVAX Pharmaceuticals New York LLC and certain
holders of Halsey Drug Co., Inc.'s voting securities
10.2 Use and License Agreement, dated March 19, 2004, by and among
Halsey Drug Co., Inc., Axiom Pharmaceutical Corporation and IVAX
Pharmaceuticals New York LLC
99.1 Press Release of Halsey Drug Co., Inc. dated March 24, 2004.
</Table>