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 Date of Report (Date of Earliest Event Reported): August 15, 2001 Shire Pharmaceuticals Group plc - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) England and Wales - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-29630 N/A - ---------------------------------- ----------------------------------------- (Commission File Number) (IRS Employer Identification No.) Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP England - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code 44 1256 894 000 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events Shire Pharmaceuticals Group plc ("Shire") has restated the financial statements that were included in its annual report on Form 10-K filed on February 27, 2001 for the years ended December 31, 2000, 1999 and 1998 to reflect the merger of Shire and BioChem Pharma, Inc., which became effective on May 11, 2001, as if the merger had occurred on January 1, 1998. Item 7. Financial Statements and Exhibits (c) Exhibits. The following exhibits are filed herewith: 23.1 Consents of Arthur Andersen 23.2 Consents of Ernst & Young 23.3 Consents of Raymond Chabot Grant Thornton 99.1 Restated Financial Statements and Management's Discussion and Analysis of Financial Conditions and Results of Operations -2- 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. Dated: August 15, 2001 SHIRE PHARMACEUTICALS GROUP PLC By: /s/ Rolf Stahel ------------------------------------------- Name: Rolf Stahel Title: Chief Executive EXHIBIT INDEX Number Description 23.1 Consents of Arthur Andersen 23.2 Consents of Ernst & Young 23.3 Consents of Raymond Chabot Grant Thornton 99.1 Restated Financial Statements and Management's Discussion and Analysis of Financial Conditions and Results of Operations