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 13, 2006
Adams Respiratory Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51445 | | 75-2725552 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
425 Main Street, Chester, New Jersey 07930
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(908) 879-1400
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 (see General Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On February 13, 2006, Adams Respiratory Therapeutics, Inc. issued a press release announcing its participation in the Deutsche Bank Securities Small Cap Growth Conference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 16, 2006, one or more officers of Adams Respiratory Therapeutics, Inc. will make a slide presentation to potential investors and investment analysts at the Deutsche Bank Securities Small Cap Growth Conference. The slide presentation contains, among other things, forward-looking information about Adams Respiratory Therapeutics, Inc. and its business. The slides that Adams Respiratory Therapeutics, Inc. will use in these presentations are furnished as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Certain statements in the slide presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s expectations and are based on currently available information. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Adams Respiratory Therapeutics, Inc. to differ materially from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others: Adams’ ability to preserve its patent position in the reexamination process; the continued success of Mucinex SE and Mucinex DM and the successful commercialization of Mucinex D, Humibid, Children’s Mucinex, and future products; the FDA’s removal from the market of products similar to Mucinex D, Mucinex DM and future products; continued and increased competition; the loss of one of more of Adams’ top customers or any decrease in sales to Adams’ top customers; Adams’ dependence on a single third-party manufacturer; Adams’ dependence on third-party suppliers for the active ingredients in its products; Adams’ ability to fill backorders; Adams’ ability to in-license or acquire new products and brands; Adams’ ability to retain and recruit key personnel; and other risk factors set forth under the headings “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Adams’ Rule 424(b)(4) Prospectus filed with the SEC on December 9, 2005 and under Item 1A. Risk Factors in Adams’ Quarterly Report on Form 10-Q for the period ended December 31, 2005.
The information furnished under Item 7.01 and Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit | | |
| Number | | Description |
| 99.1 | | Press release dated February 13, 2006. |
| | | |
| 99.2 | | Slide presentation to be used at the Deutsche Bank Securities Small Cap Growth Conference on February 16, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ADAMS RESPIRATORY THERAPEUTICS, INC.
(Registrant)
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| February 15, 2006 | By: | /s/ Walter E. Riehemann | |
| | | Walter E. Riehemann | |
| | | Executive Vice President, Chief Legal and Compliance Officer | |
EXHIBIT INDEX
| 99.1 | | Press release dated February 13, 2006. |
| |
| 99.2 | | Slide presentation to be used at the Deutsche Bank Securities Small Cap Growth Conference on February 16, 2006. |
