On November 28, 2007, Mr. Daniel Glassman, President and Chief Executive Officer of Bradley Pharmaceuticals, Inc. (the Company) sent a voicemail message to all employees of the Company regarding the status of integration matters relating to the proposed merger of the Company with Phase Merger Sub Inc., a wholly owned subsidiary of Nycomed US Inc. (Nycomed US) pursuant to the merger agreement (the Merger Agreement) dated October 29, 2007. Upon consummation of the merger, the Company will become a wholly owned subsidiary of Nycomed US. A transcript of the voicemail message is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Additional Information About the Proposed Nycomed Merger and Where You Can Find It
In connection with the proposed merger, the Company intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission (SEC). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF BRADLEY PHARMACEUTICALS ARE URGED TO READ THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT MATERIALS FILED BY THE COMPANY WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, when available, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In addition, Company stockholders may obtain free copies of the documents filed with the SEC on the Companys website (www.bradpharm.com) or by contacting the Company at Bradley Pharmaceuticals, Inc., Investor Relations at 383 Route 46 West, Fairfield, NJ 07004, Telephone: (973) 882-1505, ext 252. You may also read and copy any reports, statements and other information filed by the Company with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
The Company and its directors, executive officers and other members of its management may be deemed to be soliciting proxies from the Companys stockholders in favor of the merger. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests in the merger of persons who may, under the rules of the SEC, be considered participants in the solicitation of the Companys stockholders in connection with the merger by reading the preliminary and definitive proxy statements regarding the merger, which will be filed with the SEC. Information about the Companys directors and executive officers may be found in the Companys definitive proxy statement filed with the SEC on May 17, 2007. These documents will be available free of charge once available at the SECs web site at www.sec.gov or by directing a request to the Company as provided above.
Item 9.01 Financial Statements and Exhibits.
| (c) Exhibits |
| 2 |
| Number | Description |
| 99.1 | Transcript of Voicemail Message of November 28, 2007 |
| 3 |
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 hereunto duly authorized.
| BRADLEY
PHARMACEUTICALS, INC. |
||
| By: |
/s/ R.
Brent Lenczycki
R.
Brent Lenczycki, CPA Chief Financial Officer and Vice President |
|
Dated: November 29, 2007
| 4 |