-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CDKxgKG+n35k+3VTEjIMWjDquyR+bhvbc2yxvCNQF6U9OWEyuuBN1NDOQPBXjlj/ BD2LsLefaf7i8ge80e6GHQ== 0001068800-03-000258.txt : 20030403 0001068800-03-000258.hdr.sgml : 20030403 20030403150433 ACCESSION NUMBER: 0001068800-03-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030401 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KV PHARMACEUTICAL CO /DE/ CENTRAL INDEX KEY: 0000057055 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 430618919 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09601 FILM NUMBER: 03638438 BUSINESS ADDRESS: STREET 1: 2503 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 BUSINESS PHONE: 3146456600 MAIL ADDRESS: STREET 1: 2503 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63144 8-K 1 kv8k.txt K-V PHARMACEUTICAL COMPANY FORM 8-K ============================================================================ UNITED STATES 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 Commission File Number 1-9601 Date of Report (date of earliest event reported): April 1, 2003 K-V PHARMACEUTICAL COMPANY (Exact name of registrant as specified in its charter) DELAWARE 43-0618919 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2503 SOUTH HANLEY ROAD ST. LOUIS, MISSOURI 63144 (Address of principal executive offices) (Zip Code) (314) 645-6600 (Registrant's telephone number, including area code) ============================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements. Not applicable. -------------------- (b) Pro forma financial information. Not applicable. ------------------------------- (c) Exhibits. See Exhibit Index. -------- ITEM 9. REGULATION FD DISCLOSURE On April 1, 2003, K-V Pharmaceutical Company's Ther-Rx Corporation subsidiary acquired from Schwarz Pharma the Niferex(R) product line for approximately $14.3 million. In addition, on April 2, 2003 the Ther-Rx Corporation acquired from Germany's ALTANA Pharma AG the Chromagen(R) and StrongStart(R) product lines comprising six products. See Press Releases attached as Exhibits 99.1 and 99.2. * * * 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. Dated: April 3, 2003 K-V PHARMACEUTICAL COMPANY By: /s/ Gerald R. Mitchell ------------------------------- Gerald R. Mitchell Vice President, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated April 1, 2003, issued by K-V Pharmaceutical Company. 99.2 Press Release, dated April 2, 2003, issued by K-V Pharmaceutical Company. EX-99.1 3 exh99p1.txt PRESS RELEASE EXHIBIT 99.1 KV PHARMACEUTICAL COMPANY ACQUIRES NIFEREX(R) PRODUCT LINE FROM SCHWARZ PHARMA 4/01/03 Third Acquisition for KV's Ther-Rx Branded Marketing Unit Expands Company Into Hematinic Category ST. LOUIS, April 1 /PRNewswire-FirstCall/ -- KV Pharmaceutical Company (NYSE: KVa/KVb) announced today that it has concluded an agreement with Schwarz Pharma to acquire the Niferex(R) product line for its Ther-Rx Corporation branded marketing division. The Niferex(R) product line includes: Niferex(R) Tablets, Niferex(R) 150 Capsules and Niferex(R) 150 Forte. The transaction, valued at approximately $14.3 million and including applicable intellectual property for each of the products, will position KV to build a leading position in this oral hematinic market. The acquisition adds approximately $5 million in annual net sales and will expand Ther-Rx's current therapeutic areas of women's health and cardiovascular products into the hematinic therapeutic category, which includes drugs used in the treatment of anemias. According to Verispan, the oral hematinic market in the U.S. is approximately $95 million (12 months ended February 2003). Similar to its strategy with other acquired products, formulation enhancements are anticipated to be made by KV scientists to the acquired product line. These products will be promoted through physician samples and direct mail programs to high prescribers and are expected to be immediately accretive to KV's branded product subsidiary, Ther-Rx Corporation. Marc S. Hermelin, Vice Chairman of the Board and Chief Executive Officer stated, "This acquisition will provide a unique and attractive opportunity to establish not only a beachhead, but an immediate leadership position in the hematinic category. Like we have with the PreCare(R) Caplet and other products, our strategy in hematinics is to apply KV technologies to the Niferex(R) line to further distinguish the brand as a leader in its category and to build the franchise. Ther-Rx has been built on a dual strategy of product acquisition and internal development and has demonstrated success at both. We look forward to continuing to build upon this approach with these products. Our plan is to move effectively and expeditiously to build a new franchise with an aim of being number one." The foremost example of KV's acquisition model is the PreCare(R) Caplet, a product with approximately $4 million of annual revenues and declining at a rate of approximately 20% when the company acquired it in 1999. After reformulation and the addition of internally developed line extensions by the Company's scientific group, Ther-Rx Corporation has increased the sales of this line to over $20 million annually, and by doing so, KV has built a prenatal nutritional franchise around the PreCare(R) brand and achieved a 500%-plus improvement in sales for the product line in just over three years. About KV Pharmaceutical Company KV Pharmaceutical Company is a fully integrated specialty pharmaceutical company that develops, acquires, manufactures and markets controlled release and tastemasked pharmaceutical products using proprietary drug delivery and tastemasking technologies. The company markets its technology-distinguished products through ETHEX Corporation, a national leader in pharmaceuticals that compete with branded products, and Ther-Rx Corporation, its emerging branded drug subsidiary. KV has consistently ranked as one of America's fastest growing small companies, most recently by Forbes in its October 2002 issue. For further information about KV Pharmaceutical Company, please visit the Company's corporate website at www.kvpharmaceutical.com. Safe Harbor The information in this release may contain various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 ("PSLRA") and which may be based on or include assumptions, concerning KV's operations, future results and prospects. Such statements may be identified by the use of words like "plans," "expect," "aim," "believe," " projects," "anticipate," "intend," "estimate," "will," "should," "could" and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including without limitation, statements about the Company's strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements. All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the "safe harbor" provisions, KV provides the following cautionary statements identifying important economic, political and technology factors which, among others, could cause the actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to) the following: (1) changes in the current and future business environment, including interest rates and capital and consumer spending; (2) the difficulty of predicting FDA approvals; (3) acceptance and demand for new pharmaceutical products; (4) the impact of competitive products and pricing; (5) new product development and launch; (6) reliance on key strategic alliances; (7) the availability of raw materials; (8) the regulatory environment; (9) fluctuations in operating results; (10) the difficulty of predicting the pattern of inventory movements by the Company's customers; (11) the impact of competitive response to the Company's efforts to leverage its brand power with product innovation, promotional programs, and new advertising; and, (12) the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. This discussion of uncertainties is by no means exhaustive, but is designed to highlight important factors that may impact the Company's outlook. /CONTACT: Catherine M. Biffignani, Vice President, Investor Relations +1-314-645-6600, for KV Pharmaceutical Company/ 2 EX-99.2 4 exh99p2.txt PRESS RELEASE EXHIBIT 99.2 KV PHARMACEUTICAL COMPANY ACQUIRES TWO PRODUCT LINES FROM ALTANA INC. 4/02/03 Second Hematinic Acquisition Company Also Strengthens Prenatal Nutritional Leadership ST. LOUIS, Mo., April 2 /PRNewswire-FirstCall/ -- KV Pharmaceutical Company ( NYSE: KVa/KVb) announced today that it has concluded an agreement with the U.S. subsidiary of Germany's ALTANA Pharma AG to acquire the Chromagen(R) and StrongStart(R) product lines comprising six products for its Ther-Rx Corporation Branded Marketing Division. The transaction is valued at approximately $27 million. The transaction, which includes the applicable intellectual property for each of the products, combined with the recently announced acquisition of the Niferex(R) line from Schwarz Pharma gives the company a significant position in the hematinic therapeutic category while at the same time enhancing its presence in the branded prenatal vitamin segment. The acquisition brings in products with current aggregate annual net sales of approximately $11 million in the U.S. The acquired products include the hematinic products Chromagen(R), Chromagen(R) FA and Chromagen(R) Forte, as well as the prenatal brand Chromagen(R) OB. The transaction also includes the prenatal vitamin products StrongStart(R) Caplets and StrongStart(R) Chewables. Three of these products will augment Ther-Rx's expansion into the hematinic therapeutic category, which includes drugs used in the treatment of anemias. According to Verispan, the oral hematinic market in the U.S. is approximately $ 95 million (12 months ended February 2003). The three remaining products will further enhance Ther-Rx Corporation's position in the prescription prenatal nutritional marketplace. Ther-Rx is currently the leading branded prescription prenatal nutritional provider in the U.S. with its Continuum of Care prescription products for women now capturing over 35% of the branded market. Enhancements are anticipated to be made by KV Pharmaceutical's drug delivery research scientists to certain of the acquired products. All of these products are expected to be immediately accretive to Ther-Rx Corporation. Marc S. Hermelin, Vice Chairman of the Board and Chief Executive Officer stated, "These six products represent two exciting new growth platforms for our Ther-Rx branded products division. The vitamin products enhance our already strong position in women's nutritionals, while the three hematinic products, together with our announced acquisition of the Niferex(R) line from Schwarz Pharma, immediately establish Ther-Rx as a leader in the oral hematinic market. The hematinic category has attributes that should be familiar to followers of KV: a profitable, but relatively overlooked segment in which today's advanced drug delivery technologies have been slow to be applied. Our parallel expertise in both technology development and marketing should enable us to reinvigorate the oral hematinic category through the building of a distinguished brand franchise, following the same model that has established the Company's PreCare(R) Continuum of Care prenatal product line as "America's Number One Branded Prenatal line" with 35% market share." The purchase price was structured with a $13 million payment at closing with two promissory notes of $7 million payable one year and two years following closing. About KV Pharmaceutical Company KV Pharmaceutical Company is a fully integrated specialty pharmaceutical company that develops, acquires, manufactures and markets controlled release and tastemasked pharmaceutical products using proprietary drug delivery and tastemasking technologies. The company markets its technology-distinguished products through ETHEX Corporation, a national leader in pharmaceuticals that compete with branded products, and Ther-Rx Corporation, its emerging branded drug subsidiary. KV has consistently ranked as one of America's fastest growing small companies, most recently by Forbes in its October 2002 issue. For further information about KV Pharmaceutical Company, please visit the Company's corporate website at www.kvpharmaceutical.com Safe Harbor The information in this release may contain various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 ("PSLRA") and which may be based on or include assumptions, concerning KV's operations, future results and prospects. Such statements may be identified by the use of words like "plans," "expect," "aim," "believe," " projects," "anticipate," "intend," "estimate," "will," "should," "could" and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including without limitation, statements about the Company's strategy for growth, product development, market position, expenditures and financial results, are forward- looking statements. All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the "safe harbor" provisions, KV provides the following cautionary statements identifying important economic, political and technology factors which, among others, could cause the actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to) the following: (1) changes in the current and future business environment, including interest rates and capital and consumer spending; (2) the difficulty of predicting FDA approvals; (3) acceptance and demand for new pharmaceutical products; (4) the impact of competitive products and pricing; (5) new product development and launch; (6) reliance on key strategic alliances; (7) the availability of raw materials; (8) the regulatory environment; (9) fluctuations in operating results; (10) the difficulty of predicting the pattern of inventory movements by the Company's customers; (11) the impact of competitive response to the Company's efforts to leverage its brand power with product innovation, promotional programs, and new advertising; and, (12) the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. This discussion of uncertainties is by no means exhaustive, but is designed to highlight important factors that may impact the Company's outlook. /CONTACT: Catherine M. Biffignani, Vice President, Investor Relations of KV Pharmaceutical Company, +1-314-645-6600 / 2 -----END PRIVACY-ENHANCED MESSAGE-----