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)
OSI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-15190 | | 13-3159796 |
| | | | | |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
41 Pinelawn Road
Melville, NY 11747
(Address of principal executive offices)
(631) 962-2000
(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))
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 7, 2006, OSI Pharmaceuticals, Inc. (“OSI”) issued a press release regarding its financial results for the quarter ended June 30, 2006. A copy of this release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01. OTHER EVENTS
On July 28, 2006, OSI announced that Roche, its international partner for Tarcevaâ (erlotinib), received a negative opinion from the European Committee for Medicinal Products for Human Use regarding approval of Tarceva in combination with gemcitabine chemotherapy as first-line, once-daily, oral therapy for locally advanced, inoperable or metastatic pancreatic cancer. A copy of this release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On August 8, 2006, OSI held a webcast conference call regarding its financial results for the quarter ended June 30, 2006. A textual representation of certain portions of the conference call is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press release, dated August 7, 2006. |
| 99.2 | | Press release, dated July 28, 2006. |
| 99.3 | | Textual representation of certain portions of the webcast conference call held on August 8, 2006. |
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.
| | | | | |
| Date: August 9, 2006 | OSI PHARMACEUTICALS, INC.
| |
| | By: | /s/ Barbara A. Wood | |
| | | Barbara A. Wood | |
| | | Vice President, General Counsel
and Secretary | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press release, dated August 7, 2006. |
| 99.2 | | Press release, dated July 28, 2006. |
| 99.3 | | Textual representation of certain portions of the webcast conference call held on August 8, 2006. |
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