-----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, DI3wswTt1e0I/za3uLdsf6WLiKReiHvmR/Rt1bPxgIYmWVuvMQfutCbzzHzr6NFm xE/Mh5aAaXIUgclj9oIHFw== 0000950130-97-001601.txt : 19970409 0000950130-97-001601.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950130-97-001601 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970402 ITEM INFORMATION: Other events FILED AS OF DATE: 19970408 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19173 FILM NUMBER: 97576170 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTRE II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 9083891182 MAIL ADDRESS: STREET 1: MERIDIAN CTR II STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 1997 ROBERTS PHARMACEUTICAL CORPORATION - -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter)
New Jersey 1-1-432 22-2429994 - ------------------- ------------ ----------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number)
Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 908-389-1182 Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 - -------------------------------------------------------------------------------- (Former name or former address, if changed from last report) - 2 - Item 5. Other Events ------------- Roberts Pharmaceutical Corporation announced today that the Company has filed its 1996 Annual Report on Form 10-K containing audited financial statements. As a result of (i) a newly adopted (March 13, 1997) position by the Securities and Exchange Commission (SEC) Staff on accounting for convertible preferred stock that is convertible at a discount to market, and (ii) payments and accrual of dividends with respect to shares of its Convertible Preferred Stock during the third and fourth quarters 1996, the Company is required to recalculate the previously reported (February 18, 1997) unaudited earnings per share figures for the third and fourth quarters of 1996 and the full fiscal year ended December 31, 1996. The SEC Staff on March 13, 1997 stated that any discount to the market price of any company's common stock which is related to convertible preferred stock issued by a company should be accounted for as an additional cost of the instrument similar to preferred stock dividends for the sole purpose of calculating a company's earnings per share. For Roberts, this new SEC guideline applies retroactively and only to the determination of 1996 earnings per share and it does not affect any balance sheet or income statement account reported by the Company. In August 1996, Roberts completed a private placement of 4,200,000 shares of Convertible Preferred Stock. Holders of shares of Convertible Preferred Stock can convert such shares into shares of the Company's Common Stock pursuant to a formula which provides for a 10% discount to the market price for the Company's Common Stock. Thus, in order to comply with the SEC Staff's new position, the Company must revise its previously reported earnings per share amounts for the third and fourth quarters of 1996 as well as for the full year ended December 31, 1996. This adjustment to the earnings per share calculation has no effect on the operating income and net income of the Company which remain as previously announced for the third and fourth quarters and the full fiscal year of 1996. After giving effect to these items, the Company's recalculated 1996 earnings per share are as follows: 1Q 2Q 3Q 4Q YEAR ------ ---- ------ ------- ------- $(.22) $.12 $(.40) $(1.83) $(2.44) - 2 - ROBERTS PHARMACEUTICAL CORPORATION ---------------------------------- (Registrant) Date: April 8, 1997 By: /s/ Anthony A. Rascio --------------------- Anthony A. Rascio Vice President -----END PRIVACY-ENHANCED MESSAGE-----