UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12B-25
NOTIFICATION OF LATE FILING
1-9601
(Commission File Number)
(Check one): Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form 10-D [ ] Form N-SAR [ ] Form N-CSR [ ]
For Period Ended: MARCH 31, 2007
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
K-V PHARMACEUTICAL COMPANY
Full Name of Registrant
Former Name if Applicable: N/A
2503 SOUTH HANLEY ROAD
Address of Principal Executive Office (Street and Number)
ST. LOUIS, MO 63144
City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
K-V Pharmaceutical Company ("K-V" or the "Company") announced on October 31,
2006 that it had been served with a derivative lawsuit filed in St. Louis City
Circuit Court alleging that certain stock option grants to current or former
directors and officers between 1995 and 2002 were dated improperly. In
accordance with the Company's established corporate governance procedures, the
Board of Directors referred this matter to the independent members of its
Audit Committee (the "Independent Committee"). The Independent Committee
recently reported the findings of their investigation into the Company's
option granting practices to the Board of Directors.
The Independent Committee's investigation included the review of approximately
2,600 option grants covering all current and former employees, officers and
directors of KV awarded stock options during the period from fiscal 1995
through fiscal 2006. During the course of the investigation, the Company was
advised that the staff of the Securities and Exchange Commission had initiated
an informal inquiry into the Company's stock option granting process and
accounting for stock options.
The Company has not yet completed its review of the findings of the Independent
Committee investigation, including a review of the appropriate accounting for
past stock option granting practices and related income tax effects. Until
such reviews are completed, the Company cannot complete its fiscal 2007
consolidated financial statements or assessment of internal controls over
financial reporting. As such, the Company was not able to file its fiscal 2007
Annual Report on Form 10-K by the required filing date of May 30, 2007, and
currently does not expect to file the Form 10-K within the extended due date
of June 14, 2007. The Company intends to file its 2007 Form 10-K at the
earliest practicable date. The Company expects that it will continue to
satisfy the requirements for continued listing on the New York Stock Exchange.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD H. CHIBNALL (314) 645-6600
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No
10-Qs for the three and six months ended September, 30 2006 and for
the three and nine months ended December 31, 2006
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On May 31, 2007 the Company issued a press release announcing that revenues
for the fourth quarter increased 39% to $121.6 million compared to $87.4
million in the fourth quarter of fiscal 2006. Net revenues for fiscal 2007
increased 21% to $443.9 million compared to $367.6 million for fiscal 2006.
The Company's branded business, Ther-Rx Corporation, reported fourth quarter
fiscal 2007 revenues of $50.5 million, a 35% increase over fiscal 2006 fourth
quarter revenues of $37.4 million. This increase was due to the continuing
success of Clindessse(R), the Company's bacterial vaginosis product, which
contributed $6.1 million of incremental revenues during the recently completed
fourth quarter, while the hematinic product line reported increased revenues
of $5.7 million, or 46% over the fourth quarter of fiscal 2006. Our brand
prenatal product line contributed $13.4 million in fourth quarter revenues,
compared to $11.7 million in fiscal 2006's fourth quarter, an increase of 14%.
Ther-Rx revenues for fiscal 2007 grew 30% to $188.7 million, up from $145.4
million in the prior year.
The Company's ETHEX Corporation generic business reported fiscal 2007 fourth
quarter net revenues of $66.4 million, an increase of $21.0 million, or 46%
over revenues of $45.3 million in the fourth quarter of fiscal 2006. The
results were driven by $4.1 million of incremental sales of Diltiazem (generic
alternative to Tiazac(R) - Forest Laboratories) and positive revenue
contributions from the cardiovascular, cough/cold and pain management product
lines. For fiscal 2007, ETHEX revenues grew 16% to $235.8 million, up from
$203.8 million reported in fiscal 2006.
Reasonable estimates of other results are not available at this time in light
of the on-going review described in Part III above.
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K-V PHARMACEUTICAL COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 31, 2007
By: /s/ Richard H. Chibnall
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Richard H. Chibnall
Vice President, Finance and
Principal Accounting Officer
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