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Exhibit 99.3
[BARR LABORATORIES, INC. LOGO]
2 Quaker Road, P.O. Box 2900 N E W S R E L E A S E
Pomona, NY 10970
845-362-1100
CONTACT: Carol A. Cox, 845-348-6808 EMAIL: ccox@barrlabs.com
Barr Files Amendment to Stock Offering
COMPANY ANTICIPATES SECONDARY STOCK OFFERING IN MAY
POMONA, NY, MAY 4, 2001... Barr Laboratories, Inc. (NYSE-BRL) announced today
that it has submitted Amendment No. 3 to its Registration Statement on Form S-3
filed in connection with a secondary stock offering in September 2000. The
filing includes the Company's financial statements which have been adjusted to
reflect previously disclosed discussions with the Division of Corporate Finance
of the Securities and Exchange Commission ("SEC"). The adjustments relate to the
Company's method of accounting for the warrants issued to DuPont Pharmaceuticals
Company and the classification of the proceeds received under the supply
agreement related to the Ciprofloxacin patent challenge. Barr noted that these
modifications have no impact on the Company's cash position or liquidity nor
will they have any impact on the Company's expected future net income. The
Company said that it will file an amended Form 10-K for fiscal 2000, and amended
Form 10-Qs for the first and second quarter of fiscal 2001 reflecting those
adjustments.
Regarding the DuPont warrants, in March 2000 the Company issued 1.5 million
fully vested and immediately exercisable warrants to DuPont and expensed the
$16.4 million fair value as Agreement expense. The Company separately recorded
the $14.6 million of revenues it earned under its Product Development Agreement,
Development and Marketing Agreement and ViaSpan(R) Agreement as Development and
other revenue for the year ended June 30, 2000. The Company and its independent
accountants, Deloitte & Touche LLP, believed that its original accounting for
these agreements was appropriate. However, after further discussion and advice
from the staff of the SEC, the Company revised its accounting to report a
warrant subscription receivable for the fair value of the warrants and to apply
the proceeds earned under the other agreements to the warrant receivable.
As a result, the Company has increased previously reported fiscal 2000 net
income by $1.8 million, or $0.05 per share assuming dilution, to $44.2 million
and decreased net income and earnings per share in the first quarter of fiscal
2001 by $1.8 million, or $0.05 per share assuming dilution, to $10.4 million.
Regarding the classification of proceeds from the Ciprofloxacin settlement and
supply agreement, the Company has reclassified the proceeds derived from the
supply agreement entered into with Bayer AG as part of the Ciprofloxacin patent
challenge settlement from revenues to non-operating income under the caption,
Proceeds from patent challenge settlement. The Company and its independent
accountants, Deloitte & Touche LLP, believe the decision to classify such
proceeds as revenues was appropriate since patent challenges are part of Barr's
three-part business strategy. However, based on further discussions with the
SEC, the Company has reclassified the amounts to reflect that the cash Bayer
elects to pay the Company under its Ciprofloxacin supply agreement is
non-operating income. The reclassification had no effect on the previously
reported net income for the years ended June 30, 2000, 1999 and 1998 or for any
quarter therein.
In February, the Company had also disclosed that the SEC staff had questioned
Barr's decision to immediately recognize the $24.6 million payment received by
Barr in January 1997 under the settlement agreement with Bayer that resulted
from the Ciprofloxacin patent challenge. The SEC ultimately did not object to
the Company's accounting treatment.
The Company filed a registration statement in September 2000 for the sale of 3.5
million shares of Common Stock. Of these shares, 3 million will be offered by
Dr. Bernard Sherman, Barr's single largest shareholder. The Company has decided
not to sell any shares in the offering at current share price levels.
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Barr Laboratories, Inc. is a specialty pharmaceutical company engaged in the
development, manufacture and marketing of generic and proprietary
pharmaceuticals.
SAFE HARBOR STATEMENT: TO THE EXTENT THAT ANY STATEMENTS MADE IN THIS RELEASE
CONTAIN INFORMATION THAT IS NOT HISTORICAL, THESE STATEMENTS ARE ESSENTIALLY
FORWARD-LOOKING. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT
CANNOT BE PREDICTED OR QUANTIFIED AND, CONSEQUENTLY, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
SUCH RISKS AND UNCERTAINTIES INCLUDE: THE TIMING AND OUTCOME OF LEGAL
PROCEEDINGS; THE DIFFICULTY IN PREDICTING THE TIMING OF U.S. FOOD AND DRUG
ADMINISTRATION ("FDA") APPROVALS; THE DIFFICULTY IN PREDICTING THE TIMING AND
OUTCOME OF COURT DECISIONS ON PATENT CHALLENGES; THE COURT AND FDA'S DECISIONS
ON EXCLUSIVITY PERIODS; MARKET AND CUSTOMER ACCEPTANCE AND DEMAND FOR NEW
PHARMACEUTICAL PRODUCTS; THE ABILITY TO MARKET PROPRIETARY PRODUCTS; THE IMPACT
OF COMPETITIVE PRODUCTS AND PRICING; TIMING AND SUCCESS OF PRODUCT DEVELOPMENT
AND LAUNCH; AVAILABILITY OF RAW MATERIALS; THE REGULATORY ENVIRONMENT;
FLUCTUATIONS IN OPERATING RESULTS; AND, OTHER RISKS DETAILED FROM TIME-TO-TIME
IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS
"EXPECTS," "PLANS," "WILL," "BELIEVES," "MAY," "COULD" "ESTIMATES," "INTENDS"
AND OTHER WORDS OF SIMILAR MEANING. SHOULD KNOWN OR UNKNOWN RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD OUR ASSUMPTIONS PROVE INACCURATE, ACTUAL
RESULTS COULD VARY MATERIALLY FROM THOSE ANTICIPATED. THE COMPANY UNDERTAKES NO
OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS.
[EDITOR'S ADVISORY: Barr Laboratories, Inc. news releases are available free of
charge through PR Newswire's News On-Call fax service. For a menu of Barr's
previous releases, or to receive a specific release via fax call: 800-758-5804
- -- ext. 089750. Barr news releases and corporate information are also available
on Barr's home page (www.barrlabs.com).]# # #
Summary of Selected Financial Data:
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Barr Laboratories, Inc.
Summary Selected Financial Data
FISCAL 2000 FISCAL 1999 FISCAL 1998
------------------------ ------------------------- ----------------------
As As As
Previously As Previously As Previously As
Reported Revised Reported Revised Reported Revised
---------- ------- ----------- ------- ----------- -------
Total revenues $ 482,278 $ 440,110 $ 444,033 $ 415,950 $ 377,304 $ 346,638
Earnings from operations 64,756 39,007 79,608 51,525 53,357 22,691
Proceeds from patent - 27,584 - 28,083 - 30,666
challenget settlement
Net earnings 42,342 44,177 49,250 49,250 32,720 32,720
Earnings per common share $ 1.23 $ 1.28 $ 1.45 $ 1.45 $ 1.00 $ 1.00
Earnings per common share - $ 1.19 $ 1.24 $ 1.39 $ 1.39 $ 0.94 $ 0.94
assuming dilution
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