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): February 22, 1996 DURAMED PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-15242 11-2590026 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 7155 East Kemper Road, Cincinnati, Ohio 45249 (513) 731-9900 (Address and telephone number, including area code, of principal executive offices) INFORMATION TO BE INCLUDED IN THE REPORT Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this Report. Item 5. Other Events The Company's press release dated February 22, 1996 is attached as Exhibit 99 hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. The following exhibit is filed with this Report on Form 8-K: Regulation S-K Exhibit No. Exhibit 99 Press release dated February 22, 1996 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. Date: February 28, 1996 DURAMED PHARMACEUTICALS, INC. By /s/ Timothy J. Holt Timothy J. Holt Vice President-Finance Exhibit 99 FOR IMMEDIATE RELEASE February 22, 1996 DURAMED COMMENTS REGARDING OPERATING RESULTS AND CONJUGATED ESTROGENS CINCINNATI -- E. Thomas Arington, Chairman and CEO of Duramed Pharmaceuticals, Inc., announced today that operating results for the fourth quarter 1995 and for the year ended December 31 will be released in late March. The exact release date depends upon the resolution of matters which may affect the results. Based upon current information, Duramed anticipates it will report positive earnings for the year but may report a loss for the fourth quarter 1995. The gross profit for the fourth quarter 1995 decreased from the fourth quarter 1994, both with respect to dollar amount and as a percentage of net revenue. Duramed cannot predict whether the decrease during the fourth quarter of 1995 is a one-time event. Results for the fourth quarter and the year have been affected by the Company's continuing increased product launch expenses for conjugated estrogens and other products. Mr. Arington added Duramed remains optimistic regarding the approval of its conjugated estrogens product. On a separate matter, Duramed is continuing negotiations for the acquisition of Hallmark Pharmaceuticals, Inc. The resolution of these negotiations may result in a charge to fourth quarter operating results. Hallmark Pharmaceuticals is a privately held pharmaceutical development company headquartered in Somerset, New Jersey, which is expected to add to Duramed's product pipeline. Duramed Pharmaceuticals, Inc. manufactures and markets a line of prescription generic drug products in tablet, capsule and liquid forms to customers throughout the United States. Headquartered in Cincinnati, Duramed is traded on the NASDAQ exchange under the symbol DRMD.