SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2003-04-16 | Period of Report: 2003-04-15 SEC Accession No. 0000950144-03-005010 (HTML Version on secdatabase.com) FILER KING PHARMACEUTICALS INC Mailing Address Business Address 501 FIFTH ST 501 FIFTH ST CIK:1047699| IRS No.: 541684963 | State of Incorp.:TN | Fiscal Year End: 1231 BRISTOL TN 37620 BRISTOL TN 37620 Type: 8-K | Act: 34 | File No.: 001-15875 | Film No.: 03651444 4239898000 SIC: 2834 Pharmaceutical preparations Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 15, 2003 KING PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Tennessee 0-24425 54-1684963 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification Number) 501 Fifth Street, Bristol, Tennessee 37620 (Address of Principal Executive (Zip Code) Offices) Registrants telephone number, including area code: (423) 989-8000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS SIGNATURES EXHIBIT INDEX EX-99.1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENT Press Release Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Item 5. Other Events. As announced on March 11, 2003, King received a letter from the SEC with respect to an SEC investigation of King. The letter was accompanied by a subpoena requesting the production of documents. In light of the SEC investigation and as recommended by Kings management, the audit committee of Kings Board of Directors initiated its own related internal review and retained independent counsel, who retained an independent accounting firm, to assist the audit committee. On March 31, 2003, because the audit committees investigation was not complete and no conclusions had been reached, King filed a Form 12b-25 with the SEC to obtain a 15-day extension for filing its Form 10-K in order to provide the audit committee and its independent legal counsel with additional time to conduct a more thorough review. That review is continuing. The financial statements included in this filing are the unaudited financial statements of the Company for the year ended December 31, 2002. There can be no assurance that the audited consolidated financial statements, once issued, will not contain material changes from the unaudited consolidated financial statements filed herewith. The information filed herewith does not include the report of PricewaterhouseCoopers, the Companys independent auditor, as the financial statements filed are unaudited consolidated financial statements. Additionally, the information filed herewith does not contain disclosure on controls and procedures, the Sections 302 and 906 certifications currently required to be included in report on Form 10-K or any accompanying exhibits. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibits required by Item 601 of Regulation S-K are incorporated herein by reference and are listed on the attached Exhibit Index of this Current Report on Form 8-K. 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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. KING PHARMACEUTICALS, INC. Dated: April 15, 2003 By: /s/ Jefferson J. Gregory Jefferson J. Gregory, Chief Executive Officer 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT INDEX Exhibit No. Description 99.1 Unaudited Consolidated Financial Statements of King Pharmaceuticals, Inc. for the Year Ended December 31, 2002 and other information. 99.2 Press Release of King Pharmaceuticals, Inc. issued April 15, 2003. 3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT 99.1 PART I ITEM 1. DESCRIPTION OF BUSINESS King Pharmaceuticals, Inc. was incorporated in the State of Tennessee in 1993. Our principal executive offices are located at 501 Fifth Street, Bristol, Tennessee 37620. Our telephone number is (423) 989-8000 and our facsimile number is (423) 274-8677. Our website is www.kingpharm.com. We have, since November 15, 2002, made available through our website our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments as soon as reasonably practical. Our wholly-owned subsidiaries are Monarch Pharmaceuticals, Inc.; Jones Pharma Incorporated; Meridian Medical Technologies, Inc.; Parkedale Pharmaceuticals, Inc.; King Pharmaceuticals Research and Development, Inc.; King Pharmaceuticals of Nevada, Inc.; and Monarch Pharmaceuticals Ireland Limited. King is a vertically integrated pharmaceutical company that develops manufactures, markets and sells branded prescription pharmaceutical products. By "vertically integrated," we mean that we have the capabilities of a major pharmaceutical company, including - sales and marketing, - manufacturing, - packaging, - distribution, - quality control and assurance, - regulatory affairs, and - research and development. Through a national sales force of approximately 800 individuals and marketing alliances, we market our branded pharmaceutical products to general/family practitioners, internal medicine physicians, cardiologists, endocrinologists, obstetrician/gynecologists, and hospitals across the United States and in Puerto Rico. Our primary business strategies include the acquisition of branded pharmaceutical products and increasing their sales through focused marketing and promotion and product life cycle management. By "product life cycle management," we mean, the extension of the life of a product, including seeking and gaining all necessary related governmental approvals, by such means as: - securing U.S. Food and Drug Administration ("FDA") approved new label indications, - developing and producing different strengths, - producing different package sizes, - developing new dosages, and - developing new product formulations. We acquire branded products from larger pharmaceutical companies. These companies sell products for various reasons including limiting their costs or eliminating duplicate products. Our business strategy also includes the development of new branded prescription pharmaceutical products, including new chemical entities, as well as the acquisition of compounds already in development, that provide us with strategic pipeline product opportunities. We also seek attractive company acquisitions which add products or products in development, technologies or sales and marketing capabilities to our key therapeutic areas or that otherwise complement our operations. 1 Unlike many of our competitors, we have a broad therapeutic focus that provides us with opportunities to purchase a wide variety of products. In addition, we have well known products in all of our therapeutic categories that Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document generate high prescription volumes. Our branded pharmaceutical products can be divided primarily into five therapeutic areas: - cardiovascular (including Altace(R), Corzide(R), Procanbid(R) and Thalitone(R)), - endocrinology/women's health (including Levoxyl(R), Cytomel(R), Triostat(R), Prefest(R), Menest(R), Delestrogen(R) and Nordette(R)), - anti-infectives (including Lorabid(R), Cortisporin(R), Neosporin(R), Bicillin(R) and Coly-Mycin M(R)), - critical care (including Thrombin-JMI(R), Brevital(R) and Synercid(R)), and - respiratory (including Intal(R) and Tilade(R)). We acquired from Glaxo Wellcome, Inc., predecessor to GlaxoSmithKline, for $54.0 million, including $3.1 million of assumed liabilities, all rights to the Cortisporin(R) product line in March 1997, the Viroptic(R) product line in May 1997 and six additional branded products, including Septra(R), and exclusive licenses, free of royalty obligations, for the prescription formulations of Neosporin(R) and Polysporin(R) in November 1997. In February 1998, we acquired from Warner-Lambert Company (predecessor to Pfizer), 15 branded pharmaceutical products, the Parkedale facility located in Rochester, Michigan and certain manufacturing contracts for third parties for $127.9 million, including $2.9 million of assumed liabilities. In December 1998, we acquired from Hoechst Marion Roussel, Inc. (predecessor to Aventis Pharmaceuticals, Inc.), for $362.5 million, the United States and Puerto Rico rights to Altace(R) and two other small branded pharmaceutical products. Altace(R) is an Angiotensin Converting Enzyme inhibitor, which we refer to in this report as an "ACE" inhibitor. We refer to this acquisition in this report