-----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, JqRmE24xfCeGRPtGeNVzFmYz+RJAZ7jdWTvp+O8CA253b7f14Bp39fVWulorex6F /idWzCFyF+S4FzreKnji3A== 0000950137-06-007257.txt : 20060627 0000950137-06-007257.hdr.sgml : 20060627 20060627133011 ACCESSION NUMBER: 0000950137-06-007257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060623 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 06926551 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 8-K 1 c06332e8vk.txt CURRENT REPORT 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): June 23, 2006 PERRIGO COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 - ----------------- ------------ ------------------- (State of other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 515 Eastern Avenue, Allegan, Michigan 49010 - --------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (269) 673-8451 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) 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 (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES ITEM 2.06. MATERIAL IMPAIRMENTS Since the acquisition of Agis, Perrigo Company has pursued opportunities to integrate both businesses and to make them as efficient as possible while at the same time evaluating ways to improve underperforming assets. This has resulted in the June 23, 2006 approval by the Board of Directors of the Perrigo Company of plans to exit two unprofitable lines of products, effervescent tablets and psyllium-based laxatives. This action will result in the closure of two Michigan plants that primarily manufacture these products. The manufacture of certain other products will move to plants in Allegan, Michigan or the Bronx, New York. The closing plants employ 140 workers who will be offered other employment opportunities in the Allegan, Michigan facilities. Employees who do not relocate will be offered a retention and severance package. The closing plants are expected to be phased out of production by December 2006 at which time the plants will become available for sale. The Company expects to incur a non-cash impairment charge in the fourth quarter of fiscal 2006 to reflect the difference between the carrying value and the fair value of the affected assets, which include primarily land, buildings and machinery. This pre-tax charge is expected to be approximately $8 million. The Company is currently evaluating the assets to more closely determine the expected sale price. As a result of exiting the product lines, the Company expects to incur a charge in the first half of fiscal 2007 for employee related and plant shutdown costs. This pre-tax charge is expected to be approximately $3 million and will result in cash outlays of the same amount throughout fiscal 2007. ITEM 7.01. REGULATION FD DISCLOSURE Perrigo Company issued a press release dated June 27, 2006 relating to the matters described in the foregoing items. A copy of that press release is furnished as Exhibit 99.1 hereto. The information in Item 7.01 of this Report and Exhibit 99.1 are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Report and Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Press release issued by Perrigo Company on June 27, 2006, furnished solely pursuant to item 7.01 of Form 8-K. SIGNATURES Pursuant to the requirement 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. PERRIGO COMPANY (Registrant) By: /s/ Douglas R. Schrank ---------------------- Dated: June 27, 2006 Douglas R. Schrank Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) Exhibit Index Exhibit 99.1 -- Press Release issued by Perrigo Company on June 27, 2006, furnished solely pursuant to Item 7.01 of Form 8-K. EX-99.1 2 c06332exv99w1.txt PRESS RELEASE (PERRIGO LOGO) FOR IMMEDIATE RELEASE Ernest J. Schenk, Manager, Investor Relations and Communication (269) 673-9212 E-mail: eschenk@perrigo.com PERRIGO COMPANY TO CLOSE TWO FACILITIES, EMPLOYEES OFFERED OPPORTUNITY TO TRANSFER ALLEGAN, Mich. -- June 27, 2006 -- Since the acquisition of Agis, Perrigo Company (Nasdaq: PRGO; TASE) has pursued opportunities to integrate both businesses and to make them as efficient as possible, while at the same time evaluating ways to improve underperforming assets. This has resulted in today's announcement that the Company plans to close two plants located in Holland and Montague, Michigan. Perrigo will transfer profitable product lines from these locations to plants in Allegan, Michigan and The Bronx, New York. The unprofitable psyllium-based laxatives and effervescent tablets will be discontinued. The Company expects to incur a pre-tax charge related to the plant closings of approximately $8 million in the fourth quarter of fiscal 2006 ending July 1. Perrigo also anticipates it will incur a one-time cost in fiscal 2007 of approximately $3 million due to the closings. "All of the 140 employees at the Holland and Montague plants will be offered employment opportunities in the Allegan facilities as the operations are phased out by the end of the year," said John T. Hendrickson, Executive Vice President and General Manager of Perrigo Consumer Healthcare. Each plant employs about 70 people. "We are confident that a good number of our employees from these locations will take the transfers and remain with Perrigo," Hendrickson said. "This highly productive, skilled team of employees has performed very well in Holland and Montague. The plant closures are a response to market-driven forces - -- not a reflection on our employees' efforts." Perrigo employs about 5,800 people worldwide as a leading global healthcare supplier and the world's largest manufacturer of over-the-counter (OTC) pharmaceutical and nutritional products for the store brand market. Store brand products are sold by food, drug, mass merchandise, dollar store and club store retailers under their own labels. The Company also develops, manufactures and markets prescription generic drugs, active pharmaceutical ingredients and consumer products, and operates manufacturing facilities in the 1 United States, Israel, United Kingdom, Mexico, Germany and China. Visit Perrigo on the Internet at www.perrigo.com. Note: Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" or other comparable terminology. Please see the "Cautionary Note Regarding Forward-Looking Statements" on pages 33 - 41 of the Company's Form 10-K for the year ended June 25, 2005, as well as the Company's subsequent filings with the Securities and Exchange Commission, for a discussion of certain important factors that relate to forward-looking statements contained in this press release. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----