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): AUGUST 28, 2006
(AUGUST 14, 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.
As previously reported, following the Company's July 5, 2006 announcement
that it will restate certain of its previously disclosed financial statements,
Par Pharmaceutical Companies, Inc. (the "Company") and certain of its executive
officers were named as defendants in several purported shareholder class action
lawsuits filed on behalf of certain purchasers of the common stock of the
Company. On August 14, 2006, individuals claiming to be shareholders of the
Company filed a derivative action in the U.S. District Court for the Southern
District of New York, purportedly on behalf of the Company, against the current
and certain former directors and certain current and former officers of the
Company and the Company as a nominal defendant. The plaintiffs in this action
allege that, among other things, the named defendants breached their fiduciary
duties to the Company based on substantially the same factual allegations as the
class actions referenced above. The plaintiffs also allege that certain of the
defendants have been unjustly enriched based on their receipt of allegedly
backdated options to purchase shares of common stock of the Company, and seek to
require those defendants to disgorge profits made in connection with their
exercise of such options. The Company and each of the individuals named as a
defendant intend to vigorously defend against these allegations. At this time,
the Company does not intend to file any additional Current Reports on Form 8-K
describing additional lawsuits, if any, purporting class action or derivative
status that may be filed based on allegations substantially similar to those
contained in the actions described above.
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 AND
RESTATEMENT DISCUSSED IN THE COMPANY'S CURRENT REPORTS ON FORM 8-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ON JULY 6, 2006 AND JULY 24,
2006, AS WELL THE RISKS AND UNCERTAINTIES DISCUSSED FROM TIME TO TIME IN OTHER
OF 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 SUITS MENTIONED ABOVE, FILED
AGAINST THE COMPANY. 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: August 28, 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