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) - May 1, 2003
KENDLE INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
OHIO 000-23019 31-1274091
(STATE OF OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION No.)
441 VINE STREET, SUITE 1200, CINCINNATI, OH 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(513) 381-5500
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
------------- ----------------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on May 1, 2003.
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12,
"DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION")
On May 1, 2003, Kendle International Inc. (the "Company") issued a press
release announcing its results for the first quarter of 2003, which is furnished
as Exhibit 99.1 hereto and incorporated herein by reference. The Company's
earnings release discloses net loss adjusted for after-tax employee severance
and office consolidation costs. The Company's management believes that
disclosing the Company's results using this non-GAAP financial measure is useful
to investors because this non-GAAP financial measure provides investors with a
basis for comparing the Company's first quarter 2003 results to its results in
prior periods. In addition, the Company's management believes that the use of
net loss adjusted for after-tax employee severance and office consolidation
costs provides investors with information that is not otherwise available in,
and could not be derived from, the
Company's financial statements due to differences in tax effects between
jurisdictions in which the charge was incurred. Finally, net loss adjusted for
after-tax employee severance and office consolidation costs is the basis on
which management reports to the Company's Board of Directors and represents the
measure by which management believes is used by analysts and investors following
the Company.
In accordance with the procedural guidelines in SEC Release No. 33-8216,
the information required by Item 12 of Form 8-K, "Results of Operations and
Financial Condition," is being furnished under Item 9, "Regulation FD
Disclosure". This information, including information in any related exhibits,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (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, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
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.
Kendle International Inc.
Date: May 2, 2003 By: /s/ Karl Brenkert III
---------------------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- ----------------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on May 1, 2003