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) -- October 27, 2005
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)
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 (see General Instruction A.2. below):
[ ] 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 October 27, 2005, Kendle International Inc. (the "Company") held a
Webcast and conference call discussing the results of operations and financial
condition for its third quarter, 2005, which were publicly disseminated by a
press release on the morning of October 27, 2005 (the "Earnings Release") and
subsequently furnished to the Securities and Exchange Commission (the
"Commission") on a Current Report on Form 8-K. A transcript of the call is
furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In reviewing the Earnings Release during the conference call, the
Company disclosed results of operations in accordance with generally accepted
accounting principles ("GAAP") and also disclosed net income for the nine months
ended September 30, 2005, adjusted for a gain on the partial early
extinguishment of debt and the write-off of a deferred state tax benefit.
Additionally, the Company disclosed results of operations and net income for the
nine month period ended September 30, 2004 in accordance with GAAP and as
adjusted for a gain on the partial early extinguishment of debt and a charge for
severance and outplacement related to a workforce reduction program. The
Company's management believes that disclosing the Company's financial results
using these non-GAAP financial measures is useful to investors because these
non-GAAP financial measures provide investors with a basis for comparing the
Company's third quarter and year to date 2005 financial results to its financial
results from prior periods. In addition, the Company's management believes that
the use of net income adjusted for the items discussed above 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 charges were incurred. Finally, net income
adjusted for the items discussed above is the basis upon which management
reports to the Company's Board of Directors and represents the measure by which
management believes is most used by analysts and investors following the
Company.
The information under this caption, "Item 2.02 -- Results of Operations
and Financial Condition", including information in any related exhibits, is
being furnished to the Securities and Exchange Commission and 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. This transcript is
being furnished by the Company because the Webcast and conference call took
place prior to the time the Earnings Release was furnished to the Commission on
a Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- ---------------------------------------------------
99.1 Transcript of a Conference Call Hosted by Kendle
International Inc. on October 27, 2005
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: October 27, 2005 /s/ Karl Brenkert III
------------------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
<Table>
<Caption>
Exhibit Number Description
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99.1 Transcript of a Conference Call Hosted by Kendle
International Inc. on October 27, 2005.
</Table>