-----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, TK9UANtXrEgkRw6vj96bj+zQAHwS52kJzR0Nhv2zTOqnWZ45gio+Evzj/VgKuoWf CIEAsP1zprsi+cbsfd0WCw== 0001068800-04-000517.txt : 20040819 0001068800-04-000517.hdr.sgml : 20040819 20040819133921 ACCESSION NUMBER: 0001068800-04-000517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040817 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040819 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: 04985835 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 ============================================================================ 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): August 17, 2004 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On August 17, 2004, KV Pharmaceutical Company (the "Company") engaged KPMG LLP ("KPMG") as its independent auditor. The engagement was approved by the Audit Committee of the Company's Board of Directors. The engagement of KPMG also contemplates that KPMG will review the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2004, in accordance with Rule 10-01(d) of Regulation S-X. KPMG replaces BDO Seidman LLP, which resigned as the Company's independent public accountants. BDO Seidman LLP's resignation was reported in the Company's Current Report on Form 8-K, filed July 13, 2004. The Company has authorized and requested that BDO Seidman LLP respond fully to the inquiries of KPMG. ITEM 9. REGULATION FD DISCLOSURE On August 17, 2004, the Company issued a press release announcing the engagement of KPMG as its independent auditor. A copy of the press release is furnished with this report as Exhibit 99. The information in this Item 9, including Exhibit 99, is being furnished under Regulation FD and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. * * * -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: August 19, 2004 K-V PHARMACEUTICAL COMPANY By: /s/ GERALD R. MITCHELL ------------------------------------- Gerald R. Mitchell Vice President, Treasurer and Chief Financial Officer -3- EX-99 2 ex99.txt EXHIBIT 99 KV PHARMACEUTICAL COMPANY CONTACT: CATHERINE M. BIFFIGNANI VICE PRESIDENT, INVESTOR RELATIONS 314-645-6600 FOR IMMEDIATE RELEASE [KV PHARMACEUTICAL logo] KV PHARMACEUTICAL COMPANY ANNOUNCES THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR St. Louis, MO, August 17, 2004 - KV Pharmaceutical Company (NYSE: KVa/KVb) today announced that KPMG LLP has been engaged as its independent auditor. The engagement was approved by the Audit Committee of KV's Board of Directors following a search process led by that committee. Marc S. Hermelin, Vice Chairman and Chief Executive Officer stated, "We are delighted to report to shareholders that we have enlisted the services of KPMG LLP, one of the nation's largest auditing firms and one with tremendous expertise in the pharmaceutical industry." ABOUT KV PHARMACEUTICAL COMPANY KV Pharmaceutical Company is a fully integrated specialty pharmaceutical company that develops and markets technology-distinguished branded and generic/non-branded prescription pharmaceutical products. 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 2003 issue and one of Business Week's "Hot Growth Companies" in the June 2004 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", "commit", "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, regulatory approvals, 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 branded power with product innovation, promotional programs, and new advertising; (12) risks that the company may not ultimately prevail in its Paragraph IV litigation and that any period of exclusivity may not in fact be realized; and (13) the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. This discussion is by no means exhaustive, but is designed to highlight important factors that may impact the Company's outlook. # # # -----END PRIVACY-ENHANCED MESSAGE-----