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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 September 9, 2003 Date of Report (Date of Earliest Event Reported) (Exact name of registrant as specified in its charter) (State or other jurisdiction (Commission File Number) (IRS Employer (Address of principal executive offices, including Zip Code) (908) 298-4000
of incorporation)
Identification Number)
Item 5. Other Events and Regulation FD Disclosure
Schering-Plough Corporation today announced that it has reached a settlement with the U.S. Securities and Exchange Commission (SEC) of the enforcement proceeding against Schering-Plough Corporation and its former Chairman of the Board and Chief Executive Officer Richard Jay Kogan relating to meetings and other communications with investors during the week of September 30, 2002. In connection with the settlement, Schering-Plough and Kogan agreed not to commit any future violations of Regulation FD and related securities laws, Schering-Plough will pay a penalty of $1 million and Kogan will pay a penalty of $50,000.
A copy of Schering-Plough's press release relating to this settlement is attached as Exhibit 99.1 to this 8-K. A copy of the SEC Administrative Proceeding (Administrative Proceeding - Rel.34-48461; File No. 3-11249) in this matter will be available on the SEC's Web Site at sec.gov.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed with this 8-K:
99.1 Press Release Issued September 9, 2003 titled "Schering-Plough Reports Settlement with Securities and Exchange Commission"
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.
Schering-Plough Corporation
By: /s/Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
Date: September 9, 2003
Exhibit Index
The following exhibit is filed with this 8-K:
99.1 Press Release Issued September 9, 2003 titled "Schering-Plough Reports Settlement with Securities and Exchange Commission"
Schering-Plough
Exhibit 99.1News Release
Schering-Plough Corporation
2000 Galloping Hill Road
Kenilworth, New Jersey 07033-0530
FOR RELEASE: IMMEDIATELY Contact: Robert J. Consalvo
(908) 298-7409
SCHERING-PLOUGH REPORTS SETTLEMENT
WITH SECURITIES AND EXCHANGE COMMISSION
KENILWORTH, N.J., Sept. 9, 2003 - Schering-Plough Corporation (NYSE: SGP) today reported that it has reached a settlement with the U.S. Securities and Exchange Commission (SEC) to resolve issues arising from the SEC's inquiry into meetings by the company, including former Chairman/CEO Richard J. Kogan, with investors during the week of Sept. 30, 2002.
In connection with the settlement, Schering-Plough and Kogan, without admitting or denying the SEC's allegations, agreed not to commit any future violations of Regulation FD and related securities laws. In addition, the company and Kogan have agreed to pay penalties of $1 million and $50,000, respectively, to the U.S. Government.
"In moving forward with our Action Agenda to stabilize and then turn around Schering-Plough, we determined that resolving this issue is in the best interests of the company," said Fred Hassan, chairman and chief executive officer, who joined the company in April 2003. "I am glad we were able to put this legacy issue behind us as we move to create a new Schering-Plough."
The SEC settlement document is being posted on the SEC Web site at www. SEC.gov.
Schering-Plough Corporation is a research-based company engaged in the discovery, development, manufacturing and marketing of pharmaceutical products worldwide.
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