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): February 16, 2005
AMERICAN PHARMACEUTICAL PARTNERS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-31781 | | 68-0389419 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 1501 East Woodfield Road, Suite 300 East; Schaumburg, IL | | 60173-5837 |
| (Address of principal executive offices) | | (Zip Code) |
(847) 969-2700
(Registrant’s telephone number, including area code)
(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 February 16, 2005, we announced via press release our preliminary results for the year ended December 31, 2004. A copy of our press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are being furnished, but not filed, under Item 9.01 of Form 8-K.
In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), we presented non-GAAP financial measures, including specifically, non-GAAP pro forma net income and non-GAAP pro forma net income per share. These non-GAAP measures exclude ABRAXANE™ related expenses and other non-recurring items. Our management believes that this presentation facilitates evaluation by management, investors and analysts of our core injectable business. These measures should be considered as supplemental to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP. A reconciliation of GAAP net income and non-GAAP pro forma net income is presented in the press release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:
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Exhibit No.
| | Description
|
| 99.1 | | Press Release issued by American Pharmaceutical Partners, Inc. dated February 16, 2005. |
SIGNATURE
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.
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AMERICAN PHARMACEUTICAL PARTNERS, INC. |
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By: | | /s/Nicole S. Williams
|
| | | Nicole S. Williams |
| | | Chief Financial Officer |
| | | Date: February 16, 2005 |
EXHIBIT INDEX
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Exhibit No.
| | Description
|
| 99.1 | | Press Release issued by American Pharmaceutical Partners, Inc. dated February 16, 2005 |
