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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-9114
MYLAN LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1211621
(State of (I.R.S. Employer
incorporation) Identification No.)
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip Code)
(724) 514-1800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [v] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [v] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OF OUTSTANDING AT
COMMON STOCK NOVEMBER 1, 2004
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$0.50 par value 269,103,475
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EXPLANATORY NOTE
Pursuant to this Form 10-Q/A, the registrant amends and restates "Part II
- - Item 6" (Exhibits and Reports on Form 8-K) in its entirety to add certain
exhibits to subpart(a) that were inadvertently omitted from the original filing.
Other than the foregoing and the new certifications of the CEO and CFO of the
registrant, as required by Rule 12b-15 under the Securities Exchange Act of
1934, no other changes have been made to the Form 10-Q for the quarterly period
ended September 30, 2004. In order to preserve the nature and character of the
disclosures set forth in such Form 10-Q as originally filed, this Amendment No.
1 does not reflect events occurring after the filing of the original Quarterly
Report on Form 10-Q on November 8, 2004, or modify or update the disclosures
presented in the original Quarterly Report on Form 10-Q, except to reflect the
revisions as described above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
2.1 Agreement and Plan of Merger dated as of July 23, 2004 by and among the
registrant, Summit Merger Corporation and King Pharmaceuticals, Inc.,
filed as Exhibit 99.1 to the Report on Form 8-K filed with the SEC
on July 26, 2004, and incorporated herein by reference.
3.1 Amended and Restated Articles of Incorporation of the registrant, as
amended to date, filed as Exhibit 3.1 to the Form 10-Q for the quarterly
period ending June 30, 2003, and incorporated herein by reference.
3.2 Bylaws of the registrant, as amended to date, filed as Exhibit 3.2 to
the Form 10-Q for the quarterly period ending September 30, 2003, and
incorporated herein by reference.
4.1(a) Rights Agreement dated as of August 22, 1996, between the registrant and
American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K
filed with the SEC on September 3, 1996, and incorporated herein by
reference.
4.1(b) Amendment to Rights Agreement dated as of November 8, 1999, between the
registrant and American Stock Transfer & Trust Co., filed as Exhibit 1
to Form 8-A/A filed with the SEC on March 31, 2000, and incorporated
herein by reference.
10.27 Executive Employment Agreement, dated as of July 1, 2004,
between the registrant and Edward J. Borkowski.
10.28 Executive Employment Agreement, dated as of July 1, 2004, between the
registrant and Louis J. DeBone.
10.29 Executive Employment Agreement, dated as of July 1, 2004, between the
registrant and John P. O'Donnell.
10.30 Executive Employment Agreement, dated as of July 1, 2004,
between the registrant and Stuart A. Williams.
10.31 Form of Indemnification Agreement between the registrant and each
Director of 10.31 the registrant.
31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32 Certification of CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
On July 2, 2004, the Company filed a Report on Form 8-K regarding a motion
filed with the U.S. Court of Appeals for the D.C. Circuit.
On July 26, 2004, the Company filed a Report on Form 8-K announcing the
Company had entered into an Agreement and Plan of Merger to acquire King
Pharmaceuticals, Inc.
2
On July 26, 2004, the Company filed a Report on Form 8-K announcing
earnings for the three months ended June 30, 2004.
On August 16, 2004, the Company filed a Report on Form 8-K regarding an
amendment to the Rights Agreement between the Company and American Stock
Transfer & Trust Company.
On August 18, 2004, the Company filed a Report on Form 8-K regarding an
update in its fentanyl litigation pending in the U.S. District Court for the
District of Columbia.
On August 30, 2004, the Company filed a Report on Form 8-K regarding an
update in its "authorized generics" lawsuit against the FDA pending in the U.S.
District Court for the Northern District of West Virginia.
On September 9, 2004, the Company filed a Report on Form 8-K regarding a
further amendment to the Rights Agreement between the Company and American Stock
Transfer & Trust Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 10-Q/A for the quarterly period
ended September 30, 2004, to be signed on its behalf by the undersigned
thereunto duly authorized.
MYLAN LABORATORIES INC.
December 2, 2004 /s/ Edward J. Borkowski
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Edward J. Borkowski
Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of July 23, 2004 by and
among the registrant, Summit Merger Corporation and King
Pharmaceuticals, Inc., filed as Exhibit 99.1 to the Report on
Form 8-K filed by the registrant on July 26, 2004, and
incorporated herein by reference.
3.1 Amended and Restated Articles of Incorporation of the registrant,
as amended to date, filed as Exhibit 3.1 to the Form 10-Q for the
quarterly period ending June 30, 2003, and incorporated herein by
reference.
3.2 Bylaws of the Registrant, as amended to date, filed as Exhibit
3.2 to the Form 10-Q for the quarterly period ending September
30, 2003, and incorporated herein by reference.
4.1(a) Rights Agreement dated as of August 22, 1996, between the
registrant and American Stock Transfer & Trust Co., filed as
Exhibit 4.1 to Form 8-K filed with the SEC on September 3, 1996,
and incorporated herein by reference.
4.1(b) Amendment to Rights Agreement dated as of November 8, 1999,
between the registrant and American Stock Transfer & Trust Co.,
filed as Exhibit 1 to Form 8-A/A filed with the SEC on March 31,
2000, and incorporated herein by reference.
10.27 Executive Employment Agreement, dated as of July 1, 2004,
between the registrant and Edward J. Borkowski.
10.28 Executive Employment Agreement, dated as of July 1, 2004, between
the registrant and Louis J. DeBone.
10.29 Executive Employment Agreement, dated as of July 1, 2004, between
the registrant and John P. O'Donnell.
10.30 Executive Employment Agreement, dated as of July 1, 2004,
between the registrant and Stuart A. Williams.
10.31 Form of Indemnification Agreement between the registrant and each
Director of the registrant.
31.1 Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.