1 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) August 13, 1999 KENDLE INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 000 23019 31-1274091 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 441 Vine Street, Suite 700, Cincinnati, Ohio 45202 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (513) 381-5550 (Former name or former address, if changed since last report.) 2 Item 5. Other Events. On August 13, 1999, the Registrant announced its Board of Directors adopted a Shareholder Rights Plan to holders of Common Stock of record at the close of business on August 13, 1999 as described in the press release attached as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.2 Registrant's Press Release dated August 13, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KENDLE INTERNATIONAL INC. Date, August 20, 1999 By: /s/ Paul F. Ritter ----------------------------------- Paul F. Ritter Secretary - General Counsel