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): July 2, 2007
ABRAXIS BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-33407 | | 68-0389419 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer 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 July 2, 2007, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its plan to separate into two independent public companies. 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 the press release, the Company presented adjusted EBITDA, a non-GAAP financial measure, which is defined as net income, excluding the impact of depreciation and amortization, interest expense net of interest income and other income, income tax expense, stock-based compensation expense, merger costs, merger related in-process research and development charge, minority interests, equity interests in Drug Source Company, LLC and pre-launch costs associated with the Puerto Rico manufacturing facility. The Company uses adjusted EBITDA to provide meaningful supplemental information to investors in understanding the underlying operating performance of the business and facilitate additional analysis by investors. The Company believes that adjusted EBITDA can assist management and investors in assessing the financial operating performance and underlying strength of the Company’s core business. Adjusted EBITDA is not a recognized term under GAAP and should not be considered in isolation of, or as a substitute for, the information prepared and presented in accordance with GAAP. A reconciliation of GAAP net income to adjusted EBITDA is included in the press release.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit | | Description |
99.1 | | Press release issued by Abraxis BioScience, Inc., dated July 2, 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: July 2, 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 July 2, 2007 |
