-----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, WkP42hHYHa6rV1Uo/MQYPLLDXMfPT4AqSV+FwzzirYoUt9nKo7ZQVQzbZXA6V7// TNLJ2T9KXx7I0EVwYqb7Cg== 0001068800-07-000340.txt : 20070207 0001068800-07-000340.hdr.sgml : 20070207 20070207154528 ACCESSION NUMBER: 0001068800-07-000340 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 EFFECTIVENESS DATE: 20070207 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: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09601 FILM NUMBER: 07588076 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 NT 10-Q 1 kv-12b25.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 12b-25 NOTIFICATION OF LATE FILING 1-9601 (Commission File Number) (Check one): Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q |X| Form 10-D | | Form N-SAR | | Form N-CSR | | For Period Ended: DECEMBER 31, 2006 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form N-SAR For the Transition Period Ended: _________________________ - ------------------------------------------------------------------------------- NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. - ------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: - ------------------------------------------------------------------------------- =============================================================================== PART I -- REGISTRANT INFORMATION K-V PHARMACEUTICAL COMPANY Full Name of Registrant Former Name if Applicable: N/A 2503 SOUTH HANLEY ROAD Address of Principal Executive Office (Street and Number) ST. LOUIS, MO 63144 City, State and Zip Code PART II -- RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. K-V Pharmaceutical Company ("K-V" or the "Company") announced on October 31, 2006 that it recently had been served with a derivative lawsuit filed in St. Louis City Circuit Court alleging that certain stock option grants to six current or former directors and officers between 1995 and 2002 were dated improperly. In accordance with the Company's established corporate governance procedures, the Board of Directors has referred this matter to the independent members of its Audit Committee (the "Independent Committee"). The Independent Committee has commenced an investigation and will determine what action, if any, the Company will take. No conclusions have been reached by the Independent Committee to date. As a result of the ongoing investigation, K-V will not be able to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2006 by the required filing date and does not currently anticipate that its Form 10-Q will be filed on or before the fifth calendar day following the prescribed due date according to Rule 12b-25. The Company will seek to resolve these issues as quickly as practicable and plans to file its Form 10-Q as soon as possible following the completion of the Independent Committee's investigation. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification RICHARD H. CHIBNALL (314) 645-6600 ----------------------- --------------- ---------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | | Yes |X| No 10-Q for the three and six months ended September 30, 2006 (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes | | No - 2 - If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On February 7, 2007, the Company issued a press release announcing that revenues for the third quarter increased 16% to $114.5 million, compared to $98.4 million for the third quarter of fiscal 2006. Gross margin for the third quarter increased to 67% of net revenues compared with 66% in the year-ago period. Revenues for the nine-month period increased 15% to $321.7 million compared to $280.2 million for the nine-month period of fiscal 2006. Gross profit for the nine-month period increased $25.0 million to $211.2 million, reflecting a 13% increase over the corresponding year-ago period. Gross margin for the nine-month period was even with last year at 66% of net revenues. Net income for the December quarter was $18.5 million, or $0.33 per diluted share, up 28%, or $4.1 million from the comparable period in the prior year. Net income for the quarter was favorably impacted by a reduction in tax expense of $0.7 million, or $.01 per diluted share, primarily due to the retroactive passage of the Federal Research and Experimentation Credit in December. For the nine months ended December, net income was $40.6 million, or $0.73 per diluted share compared to $4.0 million, or $.08 per diluted share for the comparable period of the prior year. The net income and diluted earnings per share amounts included in this filing are preliminary and subject to possible adjustment based upon the outcome of the Independent Committee's inquiry into the effect of certain stock option grants and the Company's completion of the interim financial statements. As discussed in Part III above, the Independent Committee is undertaking a review of claims contained in a derivative lawsuit alleging that certain stock option grants to six current or former directors and officers between 1995 and 2002 were improperly dated. While the Independent Committee members are working to complete their review in a timely manner, the timing of the independent review will delay the filing of the Company's Form 10-Q for the quarter ended December 31, 2006. No conclusions have been reached by the Independent Committee members to date. Accordingly, the net income and earnings per share amounts included in this filing are preliminary and subject to possible adjustment based upon the outcome of the review and the process of completing the interim financial statements. Upon completion of the review, the Company will disclose the results and finalize its results of operations for the quarterly periods of the current fiscal year. Revenues for the fiscal 2007 nine-month period improved 15% to $321.7 million, compared to $280.2 million for the first nine months of fiscal 2006, as the Ther-Rx branded drug unit experienced 28% growth in revenues in addition to the 6% growth in revenues reported by ETHEX Corporation, the Company's generic/non-branded unit, compared with the prior year period. Gross profit for the recently completed nine-month period increased $25.0 million to $211.2 million, reflecting a 13% increase over the corresponding prior year period. During the first nine months of fiscal 2007, the overall Company gross margin was 66%. Gross margin for the branded business remained strong at 88% for the first nine months, with ETHEX Corporation improving to a 57% gross margin for the first nine months of fiscal 2007 compared to 55% last year. The increases in selling and administrative expense of $5.8 million and $13.1 million for the three- and nine-month periods, respectively, were primarily due to personnel costs and an increase in expenses resulting from facility expansion. The increases in personnel costs were also impacted by the adoption of SFAS 123R, "Share Based Payment," using the modified prospective method which resulted in the recognition of $0.7 million and $1.8 million of stock-based compensation expense during the three- and nine-month periods, respectively. Research and development expenses of $8.3 million for the third quarter of fiscal 2007 were up $1.5 million, or 22% compared to the prior year and reflected an increase of 8% to $22.6 million for the nine-month period. * * * * * * * * * - 3 - K-V PHARMACEUTICAL COMPANY (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 7, 2007 By: /s/ Richard H. Chibnall ------------------------------------- Richard H. Chibnall Vice President, Finance and Principal Accounting Officer - 4 - -----END PRIVACY-ENHANCED MESSAGE-----