-----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, SKYxE9eRVWBBIDYMVxq0lLAVPexJc2pHn+To/Lqqc3p4jU8xB3QzmhzKiN+jZOCf ugFQJ1MVyqgxpXtZQudsdg== 0001068800-08-000130.txt : 20080328 0001068800-08-000130.hdr.sgml : 20080328 20080328151032 ACCESSION NUMBER: 0001068800-08-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080325 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 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: 08718888 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): March 25, 2008 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: / / Written communications pursuant to Rule 425 under the Securities Act. / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act. / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On March 26, 2008, the Company's Board of Directors appointed Ronald J. Kanterman to fill a vacancy on the Board of Directors created by the retirement of Gerald R. Mitchell. Mr. Kanterman will serve the remainder of the term vacated by Mr. Mitchell, which is scheduled to expire at the Company's 2009 annual meeting of stockholders. It is not currently expected that Mr. Kanterman will serve on any Board committees. Mr. Kanterman, age 53, has been the Company's Vice President, Chief Financial Officer, Treasurer and Assistant Secretary since March 23, 2008. Mr. Kanterman previously served as the Company's Vice President, Strategic Financial Management, Treasurer and Assistant Secretary since March 2006, and as Vice President, Treasury from January 2004 to March 2006. Mr. Kanterman's prior responsibilities included significant roles in financial planning, investor relations and project management. Prior to joining the Company, Mr. Kanterman served as a partner at Brown Smith Wallace, LLP from 1993 to 2004. Previously, Mr. Kanterman was a partner at Arthur Andersen & Co., from 1987 to 1993. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On March 26, 2008, the Board of Directors amended in its entirety Article III, Section 1 of the Company's By-laws. The amended Article III, Section 1 of the Company's By-laws provides that the Board of Directors may set the number of directors from time to time by resolution; provided that the number of directors must be at least three and not more than 12. The By-laws of the Company previously fixed the number of directors at nine and, as a result, an amendment to the By-laws was required in order for any increase or decrease in the size of the Board. On March 26, 2008, the Board of Directors also set the current number of directors constituting the Board of Directors at eight. A copy of the amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. ITEM 8.01 OTHER EVENTS. On March 25, 2008, K-V Pharmaceutical Company (the "Company") announced in a press release the filing of its fiscal 2007 Form 10-K with the Securities and Exchange Commission. The filing includes restatements of previously reported results for fiscal years 1995 through 2006. In addition, the Company filed a Form 10-Q/A for the quarter ended June 30, 2006 and Form 10-Q's for the quarters ended September 30, 2006 and December 31, 2006. These filings complete the Company's previously announced restatement of financial results. The financial statements for fiscal 2007 included in the Form 10-K filed with the Securities and 2 Exchange Commission are consistent with the previously reported unaudited financial information which was detailed in a press release dated February 15, 2008. The Company is currently in the process of completing its Form 10-Q's for the fiscal quarters ended June 30, 2007, September 30, 2007 and December 31, 2007. The filing of the fiscal 2007 10-K brings the Company into compliance with the annual reporting conditions for continued trading on the New York Stock Exchange. However, the Company will remain on the NYSE late filer list until its fiscal 2008 quarterly filings are completed. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 8.01, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) The following exhibits are furnished as part of this report: Exhibit Number Description -------------- ----------- 3.1 Amendment to the By-laws of the Company effective March 26, 2008. 99.1 Press Release dated March 25, 2008, issued by K-V Pharmaceutical Company. The Company has posted this Form 8-K on its Internet website at www.kvpharmaceutical.com. * * * 3 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: March 28, 2008 K-V PHARMACEUTICAL COMPANY By: /s/ Ronald J. Kanterman ----------------------------------- Ronald J. Kanterman Vice President, Chief Financial Officer 4 EX-3.1 2 ex3p1.txt EXHIBIT 3.1 ----------- K-V PHARMACEUTICAL COMPANY AMENDMENT OF BY-LAWS ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 26, 2008 WHEREAS, the By-laws of K-V Pharmaceutical Company (the "Company"), as currently in effect, provide for a Board of Directors consisting of nine persons; and WHEREAS, the Board of Directors deems it advisable and in the best interest of the Company to amend the By-laws to provide that the number of directors that constitute the Board of Directors shall be no fewer than three nor more than 12 directors as determined by the Board of Directors from time to time. NOW THEREFORE, BE IT RESOLVED, that Article III, Section 1 of the By-laws of the Company be, and it hereby is, amended to read in its entirety: Section 1. The number of directors which shall constitute the whole board of directors shall be determined by resolution of the board of directors from time to time, provided such number of directors shall not be less than three (3) nor more than twelve (12). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until such director's successor is elected and qualified. Directors need not be stockholders. EX-99.1 3 ex99p1.txt EXHIBIT 99.1 KV PHARMACEUTICAL COMPANY CONTACT: CATHERINE M. BIFFIGNANI VICE PRESIDENT, INVESTOR RELATIONS 314-645-6600 [KV PHARMACEUTICAL logo] FOR IMMEDIATE RELEASE KV PHARMACEUTICAL COMPANY COMPLETES FINANCIAL RESTATEMENT WITH THE FILING OF FISCAL 2007 FORM 10-K St. Louis, MO - March 25, 2008 - KV Pharmaceutical Company (NYSE: KVa/KVb), a fully integrated specialty pharmaceutical company that develops, manufactures, acquires and markets technology differentiated branded and generic/non-branded prescription pharmaceutical products, announced the filing of its fiscal 2007 Form 10-K with the Securities and Exchange Commission. The filing includes restatements of previously reported results for fiscal years 1995 through 2006. In addition, the Company filed a Form 10-QA for the quarter ended June 30, 2006 and Form 10-Q's for the quarters ended September 30, 2006 and December 31, 2006. These filings complete the Company's previously announced restatement of financial results. The financial statements for fiscal 2007 included in the Form 10-K filed with the Securities and Exchange Commission are consistent with the previously reported unaudited financial information which was detailed in a press release dated February 15, 2008. The Company is currently in the process of completing its Form 10-Q's for the fiscal quarters ended June 30, 2007, September 30, 2007 and December 31, 2007. The filing of the fiscal 2007 10-K brings the Company into compliance with the annual reporting conditions for continued trading on the New York Stock Exchange. However, KV will remain on the NYSE late filer list until its fiscal 2008 quarterly filings are completed. The Company's filings have been delayed due to the previously reported investigation by a Special Committee of independent members of the Board of Directors into the Company's former stock option grant practices. The investigation concluded that no employee, officer or director of the Company engaged in any intentional wrongdoing or was aware that the Company's policies and procedures for granting and accounting for stock options were materially non-compliant with U.S. Generally Accepted Accounting Principles. The investigation also found no intentional violation of law or accounting rules with respect to the Company's historical stock option granting practices. ABOUT KV PHARMACEUTICAL COMPANY KV Pharmaceutical Company is a fully integrated specialty pharmaceutical company that develops, manufactures, markets and acquires 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 branded prescription pharmaceutical subsidiary. 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", "expects", "aims", "believes", "projects", "anticipates", "commits", "intends", "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, product launches, regulatory approvals, market position, market share increases, acquisitions, revenues, expenditures and other 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 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, including timing, and that any period of exclusivity may not be realized; (3) acceptance and demand for new pharmaceutical products; (4) the impact of competitive products and pricing, including as a result of so-called authorized-generic drugs; (5) new product development and launch, including the possibility that any product launch may be delayed or that product acceptance may be less than anticipated; (6) reliance on key strategic alliances; (7) the availability of raw materials and/or products manufactured for the Company under contract manufacturing arrangements with third parties; (8) the regulatory environment, including regulatory agency and judicial actions and changes in applicable law or regulations; (9) fluctuations in revenues; (10) the difficulty of predicting international regulatory approval, including timing; (11) the difficulty of predicting the pattern of inventory movements by the Company's customers; (12) the impact of competitive response to the Company's sales, marketing and strategic efforts; (13) risks that the Company may not ultimately prevail in litigation; (14) the completion of the Company's financial statements for the first, second and third quarters of fiscal 2008; (15) actions by the Securities and Exchange Commission and the Internal Revenue Service with respect to the Company's stock option grants and accounting practices; (16) the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission; and (17) the impact of credit market disruptions on the fair value of auction rate securities that we have acquired as short-term investments. This discussion is by no means exhaustive, but is designed to highlight important factors that may impact the Company's outlook. We are under no obligation to update any of the forward-looking statements after the date of this release. -----END PRIVACY-ENHANCED MESSAGE-----