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
February 7, 2005
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Date of Report (Date of earliest event reported)
OSI PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15190 13-3159796
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 SOUTH SERVICE ROAD
MELVILLE, NY 11747
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(Address of principal executive offices)
(631)962-2000
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(Registrant's telephone number,including area code)
N/A
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(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:
[ ] 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 7, 2005, OSI Pharmaceuticals, Inc. (the "Company") issued a
press release regarding its financial results for the transition period ended
December 31, 2004. The Company's press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
The information under this item and Exhibit 99.1 attached hereto is being
"furnished" and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (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 (the "Securities Act") or the
Exchange Act, except if the Company specifically states that the information and
the Exhibit is to be considered "filed" under the Exchange Act or incorporates
it by reference into a filing under the Securities Act or the Exchange Act.
ITEM 8.01 OTHER EVENTS
On February 8, 2005, the Company held a webcast conference call regarding
its financial results for the transition period ended December 31, 2004 as well
as an update on the Company's business. A textual representation of certain
portions the conference call is attached as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
ITEM 9.01 EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release, dated February 7, 2005.
99.2 Textual representation of certain portions of the webcast conference
call held on February 8, 2005.
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: February 11, 2005 OSI PHARMACEUTICALS, INC.
By: /s/ Robert L. Van Nostrand
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Robert L. Van Nostrand
Vice President and Chief Financial
Officer (Principal Financial Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release, dated February 7, 2005.
99.2 Textual representation of certain portions of the webcast conference
call held on February 8, 2005.