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

Date of Report (date of earliest event reported): May 15, 2013

K-V PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

____________________

Delaware	1-9601	43-0618919
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

16640 Chesterfield Grove Rd., Suite 200
Chesterfield, MO	63005
(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 7.01     Regulation FD Disclosure.

As previously disclosed in its Current Report on Form 8-K filed August 8, 2012, K-V Pharmaceutical Company (the “Company”) and certain of its wholly-owned domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization (the “Bankruptcy Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

On April 22, 2013, the Debtors filed with the Bankruptcy Court a Second Amended Joint Chapter 11 Plan of Reorganization (as may be amended, modified or supplemented from time to time, the “Plan”) and related Disclosure Statement (as may be amended, modified or supplemented from time to time, the “Disclosure Statement”). On May 3, 2013, the Debtors filed with the Bankruptcy Court a motion for order authorizing the Debtors to enter into and satisfy certain obligations under a Stock Purchase and Backstop Agreement and certain exit financing commitment documents. A proposed third amended chapter 11 plan was attached as an exhibit to the Stock Purchase and Backstop Agreement. On May 3, 2013, the Debtors also filed with the Bankruptcy Court a motion to enter into a replacement debtor in possession financing facility. On or around May 8, 2013, the Debtors secured a waiver and extension in respect of the plan related milestones contained in the current debtor in possession financing facility, and on May 15, 2013, the lenders and agent under such debtor in possession financing facility filed with the Bankruptcy Court the Amendment No. 3 and Waiver to Credit Agreement, dated May 13, 2013, as well as a proposed fourth amended chapter 11 plan, the form of which has not yet been agreed to by the Debtors. The hearing on the Disclosure Statement has been adjourned to a date to be determined. Further, until a disclosure statement is approved by the Bankruptcy Court, votes on any Chapter 11 plan will not be solicited and no Chapter 11 plan may be confirmed by the Bankruptcy Court.

On May 15, 2013, the Debtors filed with the Bankruptcy Court their Monthly Operating Report for the period from April 1, 2013 to April 30, 2013 (the “MOR-April 2013”), which included certain Makena^® performance metrics. A copy of the MOR-April 2013 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K (including Exhibit 99.1 hereto and any information contained therein) shall not be deemed to be an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d)     The following exhibits are furnished as part of this report:

Exhibit Number		Description
	99.1	Monthly Operating Report for the Period From April 1, 2013 to April 30, 2013

The Company will post this Form 8-K on its Internet website at www.kvph.com. References to the Company’s website address are included in this Current Report on Form 8-K only as inactive textual references and the Company does not intend them to be active links to the website. Information contained on the website does not constitute part of this Current Report on Form 8-K.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the MOR-April 2013, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. Under all proposed versions of the Plan, the equity securities of the Company will be canceled and holders thereof will not receive a recovery on account of such equity securities. The MOR-April 2013 is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Southern District of New York and the Bankruptcy Court. The MOR-April 2013 was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The MOR-April 2013 does not include all of the information and footnotes required by GAAP. Therefore, the MOR-April 2013 does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the MOR-April 2013 is complete. The MOR-April 2013 also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the MOR-April 2013 should not be viewed as indicative of future results.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and which may be based on or include assumptions concerning our operations, future results and prospects. Such statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,”“project,” “anticipate,” “commit,” “intend,” “estimate,” “will,” “should,” “could,” “potential” 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 product launches, the impact of the Company’s Chapter 11 proceedings, governmental and regulatory actions and proceedings, market position, revenues, expenditures and the impact of recalls and suspensions of shipments on revenues, adjustments to the financial statements, the filing of amended filings with the Securities and Exchange Commission (the “SEC”) 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 PSLRA’s “safe harbor” provisions, we provide the following cautionary statements with regard to the Company identifying important economic, competitive, political, regulatory and technological factors, among others, that 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):

(1)     the ability of the Company and the other Debtors to continue as a going concern;

(2)     the ability of the Company to comply with the milestones in its debtor-in-possession financing facility, obtain approval of any motions filed in the Bankruptcy Court, or obtain confirmation by the Bankruptcy Court of any Chapter 11 plan or approval of any related disclosure statement;

(3)     the ability of the Company and the other Debtors to satisfy the conditions contained in any Chapter 11 plan or consummate any such plan;

(4)     objections that may be raised with respect to the First Amended Plan and the Disclosure Statement by various creditors, equity holders and other constituents of the Debtors’ and the Bankruptcy Court’s treatment of such objections;

(5)     the effects of the Bankruptcy Cases on the Company and the other Debtors and the interests of various creditors, equity holders and other constituents;

(6)     the effects of rulings of the Bankruptcy Court in the Bankruptcy Cases and the outcome of the cases in general;

(7)     the length of time the Company and the other Debtors will operate under the Bankruptcy Cases;

(8)     risks associated with third-party motions in the Bankruptcy Cases;

(9)     the potential adverse effects of the Bankruptcy Cases on the Company’s and the other Debtors’ liquidity or results of operations;

(10)   the ability to execute the Company’s business plan;

(11)   increased legal costs related to the Company’s bankruptcy filing and other litigation;

(12)   that the Company’s Class A Common Stock and Class B Common Stock will be, or will continue to be, traded on the OTCQB Marketplace and whether sufficient volumes and liquidity will develop; and

(13)   the ability of the Company and the other Debtors to maintain contracts that are critical to their operation, including to obtain and maintain normal terms with their vendors, customers and service providers and to retain key executives, managers and employees.

This discussion is not exhaustive, but is designed to highlight important factors that may impact our forward-looking statements.

Because the factors referred to above, as well as the statements included in Part I, Item 1A —“Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the statements under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the SEC on July 31, 2012, and the statements included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this “Cautionary Note Regarding Forward-Looking Statements” and the risk factors that are included under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the risk factors under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the SEC on July 31, 2012, and the risk factors included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement. Further, any forward-looking statement speaks only as of the date on which it is made and we are under no obligation to update any of the forward-looking statements after the date of this Current Report on Form 8-K; any forward-looking statement in the First Amended Plan or Disclosure Statement is qualified in its entirety as set forth therein. New factors emerge from time to time, and it is not possible for us to predict which factors will arise, when they will arise and/or their effects. We may further amend, modify or supplement the First Amended Plan and the Disclosure Statement, and those amendments, modifications and/or supplements could be material. In addition, we cannot assess the impact of each factor on our future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

* * *

 
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: May 20, 2013

K-V PHARMACEUTICAL COMPANY
By:	/s/ Patrick J. Christmas
	Patrick J. Christmas
	Vice President, General Counsel and Secretary

EX-99

EXHIBIT 99.1

United States Bankruptcy Court
Southern District of New York
	X
In re:	:	Chapter 11
	:
K-V Discovery Solutions, Inc. et al.,	:	Case No.  12-13346 (ALG)
	:
Debtors.	X	Jointly Administered

Monthly Operating Report for the Period

April 1, 2013 to April 30, 2013

Debtors’ Address:	16640 Chesterfield Grove Road
	Suite 200 Chesterfield, Missouri 63005
	Telephone:  (314) 645-6600
Debtors’ Attorneys:	Willkie Farr & Gallagher LLP
	787 Seventh Avenue
	New York, New York 10019
	Telephone:  (212) 728-8000

This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Thomas S. McHugh	May 15, 2013
Thomas S. McHugh
Chief Financial Officer
K-V Pharmaceutical Company

In re	K-V DISCOVERY SOLUTIONS, INC., et al.,	Case No.	12-13346 (ALG)
	Debtors.	Reporting Period:	4/1/13 - 4/30/13
		Federal Tax I.D.#	13-1587982

CORPORATE MONTHLY OPERATING REPORT

File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case.

(Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.)

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
Schedule of Cash Receipts and Disbursements	MOR-1	x
Bank Reconciliation (or copies of debtor's bank reconciliations)	MOR-1	x
Copies of bank statements			x
Cash disbursements journals			x
Statement of Operations	MOR-2	x
Balance Sheet	MOR-3	x
Status of Post-petition Taxes	MOR-4	x	x
Copies of IRS Form 6123 or payment receipt (See Notes to MOR 4)			x
Copies of tax returns filed during reporting period (See Notes to MOR 4)			x
Summary of Unpaid Post-petition Debts (See Notes to MOR 4)	MOR-4		x
Listing of Aged Accounts Payable (See MOR 7)		x
Accounts Receivable Reconciliation and Aging	MOR-5	x
Taxes Reconciliation and Aging (See MOR 7)	MOR-5		x
Payments to Insiders and Professionals	MOR-6	x
Post Petition Status of Secured Notes, Leases Payable	MOR-6	x
Debtor Questionnaire	MOR-7	x
Makena® Performance Metrics		x

NOTES TO MONTHLY OPERATING REPORT

This MOR includes activity from the following Debtors:

Debtor	Case Number
K-V Discovery Solutions, Inc.	12-13346
K-V Pharmaceutical Company	12-13347
Ther-Rx Corporation	12-13348
K-V Generic Pharmaceuticals, Inc.	12-13349
Zeratech Technologies USA, Inc.	12-13350
Drug Tech Corporation	12-13351
K-V Solutions USA, Inc.	12-13352
FP1096, Inc.	12-13353

General Notes:

The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with GAAP.  In addition, the financial statements and supplemental information contained herein represent consolidated information.

The unaudited consolidated financial statements have been derived from the books and records of the Debtors and exclude activity for their non-debtor subsidiaries. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to changes, and these changes could be material.

The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment. The Debtors are reviewing their books and records and other information on an ongoing basis to determine whether the financial statements should be supplemented or otherwise amended. The Debtors reserve the right to file, at any time, such supplements or amendments to the financial statements that form a part of this MOR. The financial statements should not be considered an admission regarding any of the Debtors’ income, expenditures or general financial condition, but rather, a current compilation of the Debtors’ books and records. The Debtors do not make, and specifically disclaim, any representation or warranty as to the completeness or accuracy of the information set forth herein.

The unaudited consolidated financial statements contained herein have been prepared on a going concern basis and do not reflect or provide all of the possible consequences of the ongoing chapter 11 cases. Specifically, the unaudited consolidated financial statements do not present the amount which will ultimately be paid to settle liabilities and contingencies which may be required in these cases. As a result of the chapter 11 proceedings, the Debtors may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the unaudited consolidated financial statements.

Certain footnote disclosures normally include in unaudited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

MOR-1:

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS ¹

(Dollars in thousands)

Debtor	Case Number	Cash Receipts
Ther-Rx Corporation	12-13348	$	10,208
K-V Pharmaceutical Company	12-13347		68
DrugTech Corporation	12-13351		5
K-V Discovery Solutions, Inc.	12-13346		0
K-V Generic Pharmaceuticals, Inc.	12-13349		0
Zeratech Technologies USA, Inc.	12-13350		0
K-V Solutions USA Inc.	12-13352		0
FP1096, Inc.	12-13353		0
Total Cash Receipts		$	10,281

Debtor	Case Number	Cash 2 Disbursements
K-V Pharmaceutical Company	12-13347	$	(7,302	)
Ther-Rx Corporation	12-13348		(4,474	)
DrugTech Corporation	12-13351		(22	)
K-V Discovery Solutions, Inc.	12-13346		0
K-V Generic Pharmaceuticals, Inc.	12-13349		0
Zeratech Technologies USA, Inc.	12-13350		0
K-V Solutions USA Inc.	12-13352		0
FP1096, Inc.	12-13353		0
Total Cash Disbursements		$	(11,798	)

Notes

1 – Cash is received and disbursed by the Debtors as described in the Debtors’ motion to approve continued use of their cash management system (which motion was granted on a final basis pursuant to an order entered by the Bankruptcy Court on January 15, 2013) and is consistent with the Debtors’ historical cash management practices.  All amounts listed are the balances reported by the bank as of the end of the reporting period. Copies of bank statements will be provided upon reasonable request in writing to counsel for the Debtors.

2 – Cash disbursements during the month of April 2013 include $718 of outstanding checks.

MOR-1 (CON’T):

BANK RECONCILIATIONS ^{1, 2, 3, 4, 5}

(Dollars in thousands)

Debtor	Case Number	Bank and Account Description	Bank Account No. Ending In
K-V Pharmaceutical Company	12-13347	Fifth Third Money Market / Investment Account.	1225	$	29,093
K-V Pharmaceutical Company	12-13347	Fifth Third Bank / Operating Account	9158		6,083
K-V Pharmaceutical Company	12-13347	Fifth Third Bank / Deposit Account	0941		1,327
K-V Pharmaceutical Company	12-13347	Fifth Third Bank / Nesher Escrow Account	0383		501
K-V Pharmaceutical Company	12-13347	Commerce Bank / Certificate of Deposit	2433		150
K-V Pharmaceutical Company	12-13347	AMEX Centurion Bank / Certificate of Deposit	8420		60
K-V Pharmaceutical Company	12-13347	Fifth Third Bank / Utility Deposit	0479 6		2
Drug Tech Corporation	12-13351	Wells Fargo Bank/ DrugTech Operating Acct	6823		7
Drug Tech Corporation	12-13351	US Bank / DrugTech Custody Account	3256		1
				$	37,224

Notes

1 –The Debtors have not included copies of their bank statements or cash disbursement journals due to the voluminous nature of these reports. Copies of the Debtors’ bank statements and cash disbursement journals will be provided upon reasonable request in writing to counsel for the Debtors.

2 –The Debtors reconcile their bank accounts on a monthly basis.

3 –The Debtors have excluded accounts with no balance as of the end of the reporting period.

4 –The Debtors’ bank balances exclude $761 of outstanding checks.

5 –During the current reporting period, the Debtors closed an account in the name of K-V Pharmaceutical Company at Fifth Third Bank (account ending in 1876). The funds in the closed account were disbursed pursuant to the settlement agreement with Particle Dynamics International, LLC and Fifth Third Bank, which was approved pursuant to an order of the Bankruptcy Court entered on March 13, 2013 [Docket No. 665].

6 –The Debtors opened this bank account post-petition on August 28, 2012 in accordance with the order of the Bankruptcy Court, entered on August 23, 2012, that, among other things, established procedures for providing deposits to the Debtors’ utility service providers that request adequate assurance of payment and deemed such utility service providers to have adequate assurance of payment.

MOR-2:

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited; Dollars in thousands)

	For the Month Ended April 30, 20131
Net revenues	$	8,327
Cost of sales		233
Gross profit		8,094
Research and development		530
Selling and administrative		5,994
Operating expenses		6,524
Operating income		1,570
Interest, net and other		1,600
Reorganization items, net		2,416
Total other (income), net		4,016
Loss from continuing operations before income taxes		(2,446	)
Income tax provision		1,072
Net loss from continuing operations	$	(3,518	)

Notes

1 – The Debtors prepare their income statement on an accrual basis. Accordingly, the Debtors’ Statement of Operations, as set forth in this MOR, reflects the results of the Debtors’ operations for the month of April 2013.

MOR-3:

CONSOLIDATED BALANCE SHEET

(Unaudited; Dollars in thousands)

	As of April 30, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	35,749
Restricted cash		561
Undrawn DIP Facility proceeds		21,950
Receivables, net		18,795
Inventories, net		5,541
Other current assets		4,593
Total Current Assets		87,189
Property and equipment, less accumulated depreciation		1,301
Intangible assets, net		109,587
Other assets		15,231
Total Assets	$	213,308
LIABILITIES
LIABILITIES NOT SUBJECT TO COMPROMISE:
Current Liabilities:
Accounts payable	$	5,459
Accrued expenses		26,636
Other current liabilities		501
Debtor-in-Possession Financing 1		86,612
Total Current Liabilities		119,208
Other long-term liabilities		25
Total Liabilities not subject to compromise		119,233
Total liabilities subject to compromise		580,748
Total Liabilities		699,981
SHAREHOLDERS' DEFICIT
Preferred Stock	–
Class A Common Stock		657
Class B Common Stock		98
Additional paid-in capital		206,336
Accumulated deficit		(636,335	)
Less: Treasury stock		(57,409	)
Total Shareholders' Deficit		(486,673	)
Total Liabilities and Shareholders' Deficit	$	213,308

Notes

1 – Debtor-in-Possession Financing includes the amount of $85,000 under the Debtors’ debtor-in-possession financing facility (the “DIP Facility”), which was approved pursuant to an order of the Bankruptcy Court (the “DIP Order”) entered on December 27, 2012 [Docket No. 497], as well as accrued paid-in-kind interest of $1,612. For administrative purposes, the net proceeds of the DIP Facility are being held in an account in the name of Silver Point Finance, LLC, the agent for the DIP Facility.

MOR-4:

STATUS OF POST-PETITION TAXES ^{1, 2}

(Dollars in thousands)

Federal		Beginning Tax		Amount Withheld and/or Accrued		Amount Paid			Ending Tax
Withholding	$	0	$	423	$	(423	)	$	0
FICA-Employee		0		154		(154	)		0
FICA-Employer		0		154		(154	)		0
Total Federal Taxes	$	0	$	731	$	(731	)	$	0
State and Local
Withholding	$	0	$	106	$	(106	)	$	0
Sales Tax		11		0		(9	)		2
Unemployment Tax		0		0		0			0
Real Property		13		0		0			13
Personal Property		21		1		0			22
Franchise Tax		28		18		0			46
Total State and Local	$	73	$	125	$	(115	)	$	83
Total Taxes	$	73	$	856	$	(846	)	$	83

Notes

1 - The Debtors have not annexed copies of tax returns filed with various taxing authorities during the current reporting period to this MOR, nor have they included the Debtors’ IRS Form 6123 with this MOR. Copies of such tax returns and IRS Form 6123 will be provided upon reasonable request in writing to counsel for the Debtors.

2 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

MOR-4 (CON’T):

SUMMARY OF UNPAID POST-PETITION DEBTS ¹

(Dollars in thousands)

Description		Amount
0 - 30 days old	$	3,072
31+ days old		2,387
Total Vendor Accounts Payable Post-petition	$	5,459

Notes

1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms.  

MOR-5:

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

(Dollars in thousands)

Description		Amount
0 - 30 days old	$	19,825
31 - 60 days old		81
61 - 90 days old		(5	)
91+ days old		1,014
Total Customer Accounts Receivable	$	20,915
Customer Allowances		(2,120	)
Total Accounts Receivable	$	18,795

MOR-6:

PAYMENTS TO INSIDERS AND PROFESSIONALS

(Dollars in thousands)

INSIDERS
Name	Type of Payment 1		Current Month Amount Paid		Total Paid Since August 4, 2012
Christmas, Patrick	Salary/Expenses	$	24	$	184
Divis, Gregory	Salary/Expenses		29		267
McHugh, Thomas	Salary/Expenses		17		179
Baldini, Robert	Director Fees/Expenses		46		126
Bentley, Greg	Director Fees/Expenses		45		123
Dow, Mark	Director Fees/Expenses		54		146
Hermelin, David	Director Fees/Expenses		49		133
Lehrer, Joe	Director Fees/Expenses		64		174
Sidransky M.D., David	Director Fees/Expenses		47		129
Stancic, Ana	Director Fees/Expenses		46		126
Total		$	421	$	1,587

Notes

1 – Additional detail concerning payments to the Debtors’ insiders will be provided upon reasonable request in writing to counsel for the Debtors.

PROFESSIONALS 1
Name	Date of Court Order Authorizing Payment		Amount Requested 2		Current Month Amount Paid		Total Paid To Date 3		Total Invoiced & Unpaid
Alston & Bird LLP	September 14, 2012	$	0	$	9	$	305	$	0
Arnall Golden Gregory LLP	October 10, 2012		16		0		37		25
Duff & Phelps, LLC	October 10, 2012		346		94		462		342
Curtis, Mallet-Prevost, Colt & Mosle LLP	January 15, 2013		242		0		0		242
Epiq Bankruptcy Solutions, LLC	September 27, 2012		11		4		242		20
Ernst & Young, LLP	September 28, 2012		0		2		36		9
Fortgang Consulting	September 14, 2012		301		301		301		0
FourSquare Partners	April 5, 2013		38		13		13		25
Houlihan & Lokey Capital, Inc.	September 14, 2012		153		153		1,542		0
Jefferies & Company, Inc.	October 10, 2012		0		105		1,716		165
Lowenstein Sandler PC	December 27, 2012		0		0		4004		0
Stroock Stroock & Lavan LLP	October 10, 2012		678		273		1,817		1,530
Weil, Gotshal & Manges LLP	September 27, 2012		1,139		1,139		3,813		0
Willkie Farr & Gallagher LLP	September 27, 2012		443		274		4,174		1,453
Total		$	3,367	$	2,367	$	14,858	$	3,811

Notes

1 – Represents professional services exclusive of those rendered by professionals retained by the Debtors pursuant to the September 27, 2012 order of the Bankruptcy Court authorizing the Debtors to employ and retain professionals utilized in the ordinary course of business.

2 – Represents amounts requested during the current reporting period.

3 – Represents payments made from the date of the Bankruptcy Court’s order authorizing each firm’s retention.

4 – The $400 to Lowenstein Sandler PC was paid pursuant to the DIP Order.

MOR-6 (CON’T):

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE

AND ADEQUATE PROTECTION PAYMENTS ¹

(Dollars in thousands)

Name of Creditor		Scheduled Monthly Payment Due		Amount Paid During Month
Building lease payable2	$	0	$	0
Total Payments			$	0

Notes

1 - The Debtors’ schedule of lease payments, as set forth in this MOR, only reflects payments made pursuant to the Debtors’ real property leases. Immaterial leases of personal property are not included in this MOR-6.

2 – On February 13, 2013, the Bankruptcy Court entered an order authorizing the Debtors to enter into a new corporate headquarters lease agreement for premises located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, Missouri [Docket No. 598]. During the current reporting period, no payments were made with respect to such lease.

MOR-7:

DEBTOR QUESTIONNAIRE

Must be completed each month.  If the answer to any of the questions is "Yes", provide a detailed explanation of each item.  Attach additional sheets if necessary.		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?		X
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?		X
7	Are any post-petition receivables (accounts, notes or loans) due from related parties?		X
8	Are any post-petition payroll taxes past due?		X
9	Are any post-petition State or Federal income taxes past due?		X
10	Are any post-petition real estate taxes past due?		X
11	Are any other post-petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?		X
13	Are any amounts owed to post-petition creditors delinquent?		X
14	Are any wages payments past due?		X
15	Have any post-petition loans been received by the Debtor from any party?		X
16	Is the Debtor delinquent in paying any US Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X
Explanations
13	The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed-upon terms specific to each vendor and/or service provider.  Any aged amounts represent items subject to valid disputes and certain items which have been paid subsequent to the end of this reporting period.

MAKENA^® PERFORMANCE METRICS

Makena^® (hydroxyprogesterone caproate injection) is the Debtors’ single-most valuable product. The information below addresses certain key performance metrics related to Makena^®. The amounts shown are based on estimates and are subject to change. Gross revenues are preliminary and unaudited, and are not prepared in accordance with GAAP.

Three Months Ended		Gross Revenues ($ in thousands)(1)	Total Prescriptions (2)	Vials Shipped to Customers (3)
9/30/2012	$	13,006	3,037	3,770
12/31/2012	$	23,495	3,452	6,810
3/31/2013	$	29,014	4,302	8,410
4/30/2013(4)	$	31,498	4,590	9,130

Notes:

(1) Amounts shown are estimated based on the number of vials shipped to customers and list price/vial.

(2) Represents total prescriptions reported to the Debtors and does not include cancellations.

(3) Represents paid vials shipped to the Debtors' customers, which include specialty pharmacies and distributors.

(4)Data for the months of February 2013, March 2013, and April 2013 is used in the absence of complete data for the three months ending June 30, 2013.