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): February 20, 2007
ABRAXIS BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-33407 | | 68-0389419 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
11755 Wilshire Boulevard, Suite 2000
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)
(310) 883-1300
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ¨ | 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 | Results of Operations and Financial Condition. |
On February 26, 2007, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the quarter and year ended December 31, 2006. A copy of the press release is furnished (but not filed) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), the Company presented certain non-GAAP financial measures, including adjusted net income per diluted share which is comprised of reported diluted earnings per share excluding the impact of merger-related purchase accounting, other direct merger and transaction-related costs, non-cash stock compensation expense, minority interests, non-cash amortization of acquired intangible assets and other significant non-operating items. The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to investors in understanding the underlying operating performance of the Company and facilitates additional analysis by investors. The Company also uses these non-GAAP financial measures internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance calculated in accordance with GAAP. A reconciliation of GAAP net income to adjusted net income is included in the press release.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On February 20, 2007, the Compensation Committee approved the following compensation arrangement for the Company’s Chief Executive Officer: (i) 2007 base salary (effective as of April 1, 2007) of $945,000 and (ii) an $830,000 bonus payable for services performed in 2006.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| Exhibit | | Description |
| 99.1 | | Press release issued by Abraxis BioScience, Inc., dated February 26, 2007 |
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.
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| | | | | ABRAXIS BIOSCIENCE, INC. | | |
| | | | |
| Date: February 26, 2007 | | | | By: | | /s/ Lisa Gopalakrishnan | | |
| | | | | | Lisa Gopalakrishnan | | |
| | | | | | Chief Financial Officer | | |
Index to Exhibits
| | |
Exhibit | | Description |
| 99.1 | | Press release issued by Abraxis BioScience, Inc., dated February 26, 2007 |
