-----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, HU41p40977WyCv2De1UIUxOdFkMDJswhwdDkKz5uox92GZJVDpJ5rzueAUFFVSQb ec790De63QTsRx7AiopWog== 0001275287-06-005908.txt : 20061109 0001275287-06-005908.hdr.sgml : 20061109 20061109092538 ACCESSION NUMBER: 0001275287-06-005908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 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: 061199685 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 pc7855.txt FORM 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): November 9, 2006 PERRIGO COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 ---------------------------- ------------ ------------------- (State of other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 9, 2006, the Perrigo Company issued a press release regarding a product recall which is attached as Exhibit 99. The press release also contained updated earnings information for the first quarter of 2007. The information in this Report is 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 this Report 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 November 9, 2006, furnished solely pursuant to item 2.02 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/Judy L. Brown ----------------------------- Dated: November 9, 2006 Judy L. Brown Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) EXHIBIT INDEX Exhibit 99.1 - Press Release issued by Perrigo Company on November 9, 2006, furnished solely pursuant to Item 2.02 of Form 8-K. EX-99.1 2 pc7855ex991.txt EXHIBIT 99.1 Exhibit 99.1 PERRIGO ANNOUNCES VOLUNTARY PRODUCT RECALL AND REAFFIRMS FULL YEAR EARNINGS (Nationwide Recall of Acetaminophen 500 Mg Caplets) Contact: Perrigo Consumer Affairs Department (877) 546-0454 ALLEGAN, Mich., Nov. 9 /PRNewswire-FirstCall/ -- The Perrigo Company (Nasdaq: PRGO; TASE) announced today that it has initiated a voluntary, nationwide product recall to the retail level of certain lots of its store brand Acetaminophen 500 mg caplets containing raw material purchased from a third party supplier. This OTC product is indicated for pain relief and fever reduction. John Hendrickson, EVP and General Manager of Perrigo Consumer Healthcare stated, "Our quality control systems noted trace amounts of metal particulate in a very small number of these caplet products. Although the frequency of occurrence is very low, the probability of health risk is remote, and there have been no reports of injuries or illness related to this incident, we are taking this measure to maintain the highest possible product quality standards for our retail customers and their store brand consumers." Perrigo is informing its customers, including distributors and retailers, about this recall today, which affects 383 batches, and has outlined steps it will take to facilitate product replacement. Questions or concerns about this product should be directed to Perrigo's Consumer Affairs Department, toll free, 877-546-0454. Any adverse reactions experienced with the use of this product should also be reported to the FDA MedWatch Program by phone at 800-FDA-1088, by fax at 800-FDA-0178 or on the MedWatch website at http://www.fda.gov/medwatch. Perrigo continues to proactively work with the FDA throughout this process. The operational scope and financial impact of this issue were not estimable at the time of the October 31, 2006 earnings conference call and related Form 8-K filing with the SEC. As the Company obtained more information, the decision was reached to recall these products. The total cost of the recall for sales returns, handling of on-hand inventories and disposal is estimated to be $2.9 million. Discussions are on-going with the raw material supplier to determine the extent to which the recall-related costs may be recoverable. The Company determined that a portion of the total cost of the recall related to the first quarter of fiscal 2007. Therefore, the fiscal first quarter results included in the Form 10-Q filing with the SEC today will include a charge after-tax of $667 thousand or $0.01 EPS. As a result, fiscal first quarter EPS is $0.18 versus the $0.19 previously communicated. Perrigo reaffirms its full year fiscal 2007 earnings range of $0.86 - $0.91 per share excluding restructuring costs related to the previously announced plant closures. The Perrigo Company is 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 United States, Israel, United Kingdom, Mexico, Germany and China. Visit Perrigo on the Internet (http://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 particular, statements about the Company's expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this press release are 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 the negative of those terms or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in the Company's Form 10-K for the year ended July 1, 2006, as well as the Company's subsequent filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and 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. SOURCE Perrigo Company -0- 11/09/2006 /CONTACT: Arthur J. Shannon, Vice President, Investor Relations and Communication, +1-269-686-1709, E-mail: ajshannon@perrigo.com , or Ernest J. Schenk, Manager, Investor Relations and Communication, +1-269-673-9212, E-mail: eschenk@perrigo.com , both of Perrigo Company/ /First Call Analyst: / /FCMN Contact: pblain@perrigo.com / /Web site: http://www.perrigo.com / (PRGO) -----END PRIVACY-ENHANCED MESSAGE-----