kv10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 2

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9601

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
incorporation or organization)	Identification No.)

2503 South Hanley Road, St. Louis, Missouri 63144

(Address of principal executive offices, including ZIP code)

Registrant’s telephone number, including area code: (314) 645-6600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (see the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

As of June 6, 2008, the registrant had outstanding 37,755,099 and 12,256,159 shares of Class A and Class B Common Stock, respectively, exclusive of treasury shares.

EXPLANATORY NOTE

KV Pharmaceutical Company is filing this Form 10-Q/A Amendment No. 2 (“Amendment No. 2”) in order to amend its Form 10-Q for the quarter ended September 30, 2007, filed June 25, 2008 (the “Original Filing”), as amended by the Form 10-Q/A Amendment No. 1 filed July 28, 2008 (“Amendment No. 1”), to refile Exhibit 10.1 to the Original Filing. An incorrect version of the exhibit was inadvertently filed with the Original Filing. The correct exhibit was filed with Amendment No. 1, but was not posted to the EDGAR system maintained by the Securities and Exchange Commission due to a transmission error.

No other change to the Original Filing or Amendment No. 1 is included in this Amendment No. 2.

As part of this Amendment No. 2, Exhibits 31.1, 31.2, 32.1 and 32.2 containing the certifications of the registrant’s Chief Executive Officer and Chief Financial Officer that were filed as exhibits to the Original Filing and Amendment No. 1 have been re-executed and re-filed as of the date of this Amendment No. 2.

Item 6. EXHIBITS

Exhibits. See Exhibit Index.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

K-V PHARMACEUTICAL COMPANY

Date: September 24, 2008 By /s/ Ronald J. Kanterman

Ronald J. Kanterman

Vice President and Chief Financial Officer

(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No. Description

10.1*

Asset Purchase Agreement by and between the Company and VIVUS, Inc., dated as of March 30, 2007, filed herewith.

31.1

Certification of Chief Executive Officer.

31.2

Certification of Chief Financial Officer.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.