UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
November 26, 2008
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 | (Commission | (I.R.S. Employer | ||
| incorporation) | File Number) | Identification No.) |
41 Pinelawn Road
Melville, NY 11747
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:
| 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 7.01. Regulation FD Disclosure
Colin Goddard, Ph.D., Chief Executive Officer of OSI Pharmaceuticals, Inc. (“OSI”), together with other members of OSI’s management team, plan to present the information reflected in the slides attached as Exhibit 99.1 to this Current Report on Form 8-K at OSI’s R&D Analyst Day on Thursday, December 4, 2008. As previously announced by OSI in its November 24, 2008 press release, the R&D Analyst Day presentation will be simultaneously webcast on OSI’s website at www.osip.com. Playback of the webcast presentation will be available on OSI’s website until December 31, 2008.
The information in this Item 7.01 (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.
This Current Report on Form 8-K contains “forward-looking statements” that do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions. These statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or “anticipate” or similar terminology. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except for OSI’s ongoing obligations to disclose material information under the federal securities laws, OSI undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which OSI competes, the forward-looking statements of OSI contained in this Current Report on Form 8-K are also subject various risks and uncertainties, including those set forth in Item 1A, “Risk Factors”, in OSI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as amended, and in its subsequent filings made with the Securities and Exchange Commission.
Item 8.01. Other Events.
On November 26, 2008, OSI reported that Tarceva® (erlotinib) has been endorsed by the National Institute for Health and Clinical Excellence of the United Kingdom for use in patients with advanced non-small cell lung cancer. A copy of OSI’s press release, dated November 26, 2008, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Slides from December 4, 2008 R&D Analyst Day presentation. | |
| 99.2 | Press Release dated November 26, 2008. |
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: December 4, 2008 | OSI PHARMACEUTICALS, INC. | |||
| By: | /s/ Barbara A. Wood | |||
| Barbara A. Wood | ||||
| Senior Vice President, General Counsel and Secretary | ||||
-2-
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Slides from December 4, 2008 R&D Analyst Day presentation. | |
| 99.2 | Press Release dated November 26, 2008. |
-3-