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) April 21, 2009
KENDLE INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
| Ohio | | 000-23019 | | 31-1274091 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No. ) |
441 Vine Street, Suite 1200, Cincinnati, Ohio | | |
| | 45202 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (513) 381-5500
(Former name or former 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 (see General Instruction A.2. below):
¨ | | 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 7.01 – Regulation FD Disclosure
On April 21, 2009, Kendle International Inc. (the “Company”) hosted a conference call to discuss the impact of adverse biopharmaceutical industry conditions, which are resulting in longer delays in the signing of existing contract awards, fewer new requests for proposals and an increase in contract cancellations, on its net service revenues.
The script of the conference call (the “Script”) is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
Information in the Script contains forward-looking statements regarding future events and performance of the Company. All such forward-looking statements are based largely on management’s expectations and are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include competitive factors, outsourcing trends, contract terms, exchange rate fluctuations, the Company’s ability to manage growth and to continue to attract and retain qualified personnel, the Company’s ability to complete acquisitions and to integrate newly acquired businesses, consolidation within the industry and other factors described in the Script and in the Company’s filings with the Securities and Exchange Commission.
The information in this Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it 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 filing.
Item 9.01 - Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
| Exhibit No. | Description |
| 99.1 | Script of Conference Call of April 21, 2009 |
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.
| | KENDLE INTERNATIONAL INC. | |
| | | | |
| Date: April 21, 2009 | By: | /s/ Karl Brenkert III | |
| | | Karl Brenkert III | |
| | | Senior Vice President-Chief Financial Officer | |
| | | | |
