UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): JULY 24, 2006 (JULY 7, 2006)
PAR PHARMACEUTICAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE FILE NUMBER 1-10827 22-3122182
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
300 TICE BOULEVARD, WOODCLIFF LAKE, NEW JERSEY 07677
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 802-4000
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))
ITEM 8.01 OTHER EVENTS
Par Pharmaceutical Companies, Inc. (the "Company") and certain of its executive
officers have been named as defendants in several purported shareholder class
action lawsuits filed on behalf of purchasers of the common stock of the Company
between April 29, 2004 and July 5, 2006. The lawsuits follow the Company's July
5, 2006 announcement that it will restate certain of its financial statements
(the "Restatement") and allege that the Company and members of management
engaged in violations of the Securities Exchange Act of 1934, as amended, by
issuing false and misleading statements concerning the Company's financial
condition and results. The Company and members of management named as defendants
intend to vigorously defend the lawsuits and any additional lawsuits that may
hereafter be filed with respect to the Restatement.
Additionally, the Company has been informed by a letter from the staff of the
Securities and Exchange Commission (the "SEC"), dated July 7, 2006, that the SEC
is conducting an informal investigation of the Company related to the
Restatement. The Company intends to fully cooperate with and assist the SEC in
this investigation. The letter from the SEC states that the investigation should
not be construed as an indication by the SEC or its staff that any violation of
law has occurred or as a reflection upon any person, entity or security.
The Audit Committee of the Board of Directors of the Company has engaged outside
legal counsel to conduct an independent investigation into the circumstances
relating to the Restatement, as well as any other issues that may be identified
during the course of the pending review of the Company's internal control
procedures. The Company intends to fully cooperate with and assist such counsel
in this investigation.
CERTAIN STATEMENTS IN THIS CURRENT REPORT ON FORM 8-K CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. TO THE EXTENT THAT ANY STATEMENTS MADE IN THIS
CURRENT REPORT ON FORM 8-K CONTAIN INFORMATION THAT IS NOT HISTORICAL, SUCH
STATEMENTS ARE ESSENTIALLY FORWARD-LOOKING AND ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING, THE EXTENT AND IMPACT OF THE ACCOUNTING ISSUES
DISCUSSED IN THE COMPANY'S CURRENT REPORT ON FORM 8-K FILED WITH THE SEC ON JULY
6, 2006, AS WELL OTHER RISKS AND UNCERTAINTIES DETAILED FROM TIME TO TIME IN THE
COMPANY'S FILINGS WITH THE SEC, INCLUDING ITS ANNUAL REPORTS ON FORM 10-K,
QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM 8-K. THE COMPANY CAN
MAKE NO ASSURANCE AS TO (A) THE EXACT TIME PERIODS FOR OR AMOUNTS BY WHICH THE
COMPANY WILL NEED TO RESTATE ITS FINANCIAL INFORMATION, (B) WHEN THE COMPANY
WILL BE ABLE TO COMPLETE THE RESTATEMENT AND FILE RESTATED FINANCIAL STATEMENTS
WITH THE SEC OR (C) THE POTENTIAL EFFECTS OF THE RESTATEMENT, INCLUDING THE
EFFECTS OF ANY (I) DELAYS IN FILING SUCH RESTATED FINANCIAL STATEMENTS, (II)
INVESTIGATIONS, INFORMAL OR OTHERWISE, CONDUCTED BY THE SEC OR OTHER ENTITIES OR
(III) LAWSUITS, INCLUDING THE ACTIONS MENTIONED ABOVE, FILED AGAINST THE COMPANY
IN CONNECTION THEREWITH. ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS CURRENT
REPORT ON FORM 8-K ARE MADE AS OF THE DATE HEREOF ONLY, BASED ON INFORMATION
AVAILABLE TO THE COMPANY AS OF THE DATE HEREOF, AND, SUBJECT TO ANY APPLICABLE
LAW TO THE CONTRARY, THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS.
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.
Dated: July 24, 2006
PAR PHARMACEUTICAL COMPANIES, INC.
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(Registrant)
/s/ Thomas Haughey
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Name: Thomas Haughey
Title: Executive Vice President and General
Counsel