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): July 31, 2003 Shire Pharmaceuticals Group plc - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) England and Wales - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-29630 98-0359573 - --------------------------------- ---------------------------------------- (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 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release dated July 31, 2003, reporting results for the second quarter ended June 30, 2003. Item 12. Results of Operations and Financial Condition - ------------------------------------------------------- On July 31, 2003, Shire Pharmaceuticals Group plc (the "Company") issued a press release announcing the Company's results for the quarter ended June 30, 2003. The press release is furnished herewith as Exhibit 99.1 to this Report. The information furnished under this Item 12, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. -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: July 31, 2003 SHIRE PHARMACEUTICALS GROUP PLC By: /s/ Angus Russell ------------------------------ Name: ANGUS RUSSELL Title: Group Finance Director EXHIBIT INDEX Number Description - ------ ------------ 99.1 Press Release dated July 31, 2003, reporting results for the second quarter ended June 30, 2003.