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):May 18, 2009
(Exact name of registrant specified in its charter)
| | | | | |
| Delaware | | 001-32980 | | 20-0434726 |
| |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
| | | | | |
600 W. Germantown Pike, Suite 400,
| | |
Plymouth Meeting, Pennsylvania
| | 19462 |
| |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone, including area code: (610) 940-1675
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 and Item 7.01 — Regulation FD Disclosure.
On May 18, 2009, BMP Sunstone Corporation (the “Company”) announced by press release and earnings conference call its financial results for the first quarter ended March 31, 2009, and certain other information. The information contained in the press release, which is attached to this Form 8-K as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”
Exhibit 99.1 to this Form 8-K contains certain financial measures that are considered “non-GAAP financial measures” as defined in the Securities and Exchange Commission (“SEC”) rules. Exhibit 99.1 to this Form 8-K also contains the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles.
The non-GAAP financial measures presented in Exhibit 99.1 to this Form 8-K include non-GAAP operating income, non-GAAP net income, non-GAAP earnings per share, non-GAAP gross profit and EBITDA, each of which the Company’s management believes provides useful information to investors regarding the Company’s results of operations. The Company’s management believes such information more accurately portrays the operational performance of the business given the significant non-cash charges of the Company. The Company’s management uses the non-GAAP financial measures to determine and evaluate, on an on-going basis, the performance of each of its subsidiaries and the consolidated performance of the Company as a whole. The significant non-cash charges of the Company include the following: stock based compensation, amortization of debt discount and issuance costs and amortization related to acquisitions.
The information in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this Form 8-K, including Exhibit 99.1, will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
| | | |
| Exhibit Number | | Description of Exhibit |
| | | |
| 99.1 | | Press Release, dated May 18, 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.
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| | BMP SUNSTONE CORPORATION
| |
| Date: May 18, 2009 | By: | /s/ Fred M. Powell | |
| | | Name: | Fred M. Powell | |
| | | Title: | Chief Financial Officer | |
| |
EXHIBIT INDEX
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| Exhibit Number | | Description of Exhibit |
| | | |
| 99.1 | | Press Release, dated May 18, 2009. |
