Osi Pharmaceuticals (OSIP) 8-K OSI Pharmaceuticals, Inc. Announces First Quarter 2010 Financial Results

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

April 16, 2010
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:

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.

     On April 22, 2010, OSI Pharmaceuticals, Inc. (“OSI”) issued a press release regarding its financial results for the quarter ended March 31, 2010. A copy of this release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     As previously announced, OSI is holding a conference call, open to the public, to discuss these results at 5:00 p.m. (Eastern Time) on April 22, 2010. A copy of the script to be used in connection with the call is attached hereto as Exhibit 99.2 and is incorporated herein by reference. To access the live webcast or the archive via the Internet, log on to www.osip.com. Alternatively, please call 1-877-329-7568 (U.S.) or 1-719-325-2137 (international) to listen to the call. The conference ID number for the live call is 8291684. Telephone replay is available approximately two hours after the call through May 22, 2010. To access the replay, please call 1-888-203-1112 (U.S.) or 1-719-457-0820 (international). The conference ID number is 8291684.

     The attached press release and script contain both generally accepted accounting principals, or GAAP, and non-GAAP financial measures for the quarter ended March 31, 2010, and, in the case of the script, for the quarter ended March 31, 2009 and for 2010 guidance. The non-GAAP financial measures include adjusted net income from continuing operations and adjusted earnings per share from continuing operations, each of which have directly comparable GAAP financial measures. OSI has provided these non-GAAP financial measures to adjust for the impact of the following expenses:

• restructuring and other costs related to consolidation of OSI’s operations on to a single campus in Ardsley, New York;

• equity-based compensation expense;

• imputed interest related to OSI’s 2% Convertible Senior Subordinated Notes due 2025 and 3% Convertible Senior Subordinated Notes due 2038, which results from the application of Accounting Standards Codification Subtopic 470-20, effective as of January 1, 2009, which provides guidance for the bifurcation of the conversion feature from the debt component of convertible debt instruments that may be settled in cash upon conversion;

• amortization of acquired intangible assets;

• non-cash tax expense, which results in an adjustment of OSI’s effective tax rate of approximately 40% to reflect its actual cash tax rate of approximately 3%;

• acquired in-process research and development;

• non-cash impairment charges; and

• tender offer related costs.

     Management uses these non-GAAP financial measures internally to evaluate the performance of the business, including the allocation of resources as well as the planning and forecasting of future periods and believes that these results are useful to others in analyzing the core operating performance and trends of OSI for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP and therefore are not necessarily comparable to the financial results of other companies. These non-GAAP measures should be considered as a supplement to, not a substitute for or superior to, the corresponding financial measures calculated in accordance with GAAP.

     The non-GAAP financial measures included in the press release and script attached hereto as Exhibits 99.1 and 99.2, respectively, have been reconciled to the comparable GAAP financial measures as required under the rules and regulations of the Securities Exchange Commission (the “SEC”). These non-GAAP measures have limitations, however, because they do not include all items of income and expense that affect OSI, and therefore should not be considered in isolation of, or as an alternative to, measurements required by GAAP.

     The information in this Item 2.02 (including Exhibits 99.1 and 99.2) 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 April 16, 2010, OSI issued a press release announcing that the U.S. Food and Drug Administration approved Tarceva^®(erlotinib) for first-line maintenance therapy. A copy of OSI’s press release, dated April 16, 2010, is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Press release dated April 22, 2010.
	99.2	Script for OSI’s First Quarter 2010 Earnings Conference Call held on April 22, 2010.
	99.3	Press release dated April 16, 2010.

Additional Information

     This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities of any stockholder of OSI.

     In connection with the unsolicited tender offer commenced by Astellas Pharma Inc., OSI has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (as amended, the “Schedule 14D-9”).STOCKHOLDERS OF OSI ARE URGED TO READ THE SCHEDULE 14D-9 AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the Schedule 14D-9 and other documents filed by OSI with the SEC through the website maintained by the SEC at http://www.sec.gov. Stockholders may also obtain, without charge, a copy of the Schedule 14D-9 from MacKenzie Partners, Inc., OSI’s information agent, by calling 800-322-2885 toll free or by calling 212-929-5500 or by emailing osipharma@mackenziepartners.com.

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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: April 22, 2010	OSI PHARMACEUTICALS, INC.
	By:	/s/ Barbara A. Wood
		Barbara A. Wood
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release dated April 22, 2010.
	99.2	Script for OSI’s First Quarter 2010 Earnings Conference Call held on April 22, 2010.
	99.3	Press release dated April 16, 2010.

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