UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 000-24293
---------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
K-V Pharmaceutical Company Fifth Restated Profit Sharing
Plan and Trust
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
K-V Pharmaceutical Company
2503 S. Hanley Rd.
St. Louis, MO 63144
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form
11-K are the financial statements and the schedules thereto
of the K-V Pharmaceutical Company Fifth Restated Profit
Sharing Plan and Trust as required by Form 11-K, together
with the report thereon of Brown Smith Wallace, LLC,
independent registered public accounting firm, dated
September 29, 2008.
(b) Exhibits:
Exhibit No. Description
----------- -----------
23.1 Consent of Brown Smith Wallace, LLC.
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MARCH 31, 2008
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PAGE
----
INDEPENDENT AUDITORS' REPORT..............................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits.....................2
Statements of Changes in Net Assets Available for Benefits..........3
Notes to Financial Statements.......................................4
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year.....12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants of the K-V Pharmaceutical Company Fifth Restated Profit
Sharing Plan and Trust and The Board of Directors of KV Pharmaceutical Company
We have audited the accompanying statements of net assets available for
benefits of the K-V Pharmaceutical Company Fifth Restated Profit Sharing Plan
and Trust as of March 31, 2008 and 2007, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. The
plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Plan's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the K-V
Pharmaceutical Company Fifth Restated Profit Sharing Plan and Trust as of
March 31, 2008 and 2007, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the 2008 basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the 2008
basic financial statements taken as a whole.
/s/ Brown Smith Wallace, LLC
September 29, 2008
- 1 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
Years ended March 31, 2008 and 2007
(See Independent Auditors' Report)
- -------------------------------------------------------------------------------------------------------------------
2008 2007
---- ----
ASSETS
INVESTMENTS AT FAIR VALUE (NOTE 3):
Cash equivalents $ - $ 503,050
Mutual funds 40,534,339 37,886,946
Employer's common stock 12,274,286 11,426,533
Interest in common trusts 4,498,294 3,956,303
Participant loans 1,706,136 1,443,442
----------- -----------
TOTAL INVESTMENTS 59,013,055 55,216,274
----------- -----------
RECEIVABLES:
Employer's contributions 603,855 576,498
Participant contributions 286,122 213,071
----------- -----------
TOTAL RECEIVABLES 889,977 789,569
----------- -----------
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts 131,923 23,360
NET ASSETS AVAILABLE FOR BENEFITS $60,034,955 $56,029,203
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 2 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended March 31, 2008 and 2007
(See Independent Auditors' Report)
- -------------------------------------------------------------------------------------------------------------------
2008 2007
---- ----
ADDITIONS:
Contributions and other additions:
Employer contributions $ 3,120,886 $ 2,425,524
Participant contributions 6,809,837 5,873,094
Participant rollover contributions 1,065,581 908,718
----------- -----------
TOTAL CONTRIBUTIONS AND OTHER ADDITIONS 10,996,304 9,207,336
----------- -----------
INVESTMENT INCOME:
Interest and dividends 3,163,946 1,984,511
Net (loss) gain in fair value
of investments (5,284,544) 1,445,101
----------- -----------
TOTAL INVESTMENT (LOSS) INCOME (2,120,598) 3,429,612
----------- -----------
TOTAL ADDITIONS 8,875,706 12,636,948
----------- -----------
DEDUCTIONS:
Benefits paid to participants 4,855,528 4,494,094
Administrative and other expenses 14,426 12,116
----------- -----------
TOTAL DEDUCTIONS 4,869,954 4,506,210
----------- -----------
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 4,005,752 8,130,738
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 56,029,203 47,898,465
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $60,034,955 $56,029,203
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 3 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the K-V Pharmaceutical Company Fifth
Restated Profit Sharing Plan and Trust (the Plan) provides only
general information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
GENERAL
-------
The Plan is a defined contribution plan established for the benefit
of all employees of K-V Pharmaceutical Company, ETHEX Corporation,
Ther-Rx Corporation, and Particle Dynamics, Inc. (collectively
referred to as the Company). The Plan was established under the
provisions of Section 401(a) of the Internal Revenue Code (IRC),
which includes a qualified cash or deferred salary arrangement as
described in Section 401(k) of the IRC, for the benefit of eligible
employees of the Company. The Plan was established March 1, 1959 to
offer the employees of the Company a means of saving funds, on a
pretax basis or after-tax basis, for retirement. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). Participation is voluntary.
Full-time employees are eligible to participate in the Plan
immediately upon hire. Full-time employees are eligible to
participate in the Profit-Sharing portion of the Plan upon completion
of one year, or 1,000 hours, of service for the Company and reaching
21 years of age. Each employee may become a participant of the Plan
on the first pay period coinciding with, or following, the
fulfillment of the eligibility requirements.
The Plan is administered by the executives of the Company. Fidelity
Investments Institutional Services Company, Inc. serves as the Plan
trustee and record keeper (the Trustee).
- 4 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS
-------------
Plan participants may contribute between 1% and 60% of their covered
compensation, up to the maximum allowable under the IRC.
Contributions may be made prior to federal and certain other income
taxes pursuant to Section 401(k) of the IRC. Contributions are
allocated to investment funds, as determined by the eligible
participant.
The Company matches 50% of a participant's contribution not to exceed
7% of a participant's covered compensation. These contributions are
allocated as directed by the participant.
The Company may also make a profit sharing contribution on a
discretionary basis on behalf of all eligible participants, as
defined in the Plan, whether or not they make an elective
contribution for the Plan year. Profit sharing contributions are
based on the Company's profitability, are allocated to participant
accounts based on compensation levels, and are 100% participant
directed. These contributions are recognized by the Plan when
authorized by the board of directors of the Company and are also
subject to certain limitations. Profit sharing contributions
recognized by the Plan were $500,000 in 2008 and 2007.
INVESTMENTS
-----------
Participants may direct employee and employer contributions into the
following funds:
Fidelity Advisor Dividend Growth Fund
K-V Pharmaceutical Company Class A Common Stock
K-V Pharmaceutical Company Class B Common Stock
Fidelity Advisor Stable Value Portfolio II
Fidelity Advisor Intermediate Bond Fund
JPMorgan Small Cap Value Fund A
JPMorgan Equity Index Fund
Fidelity Advisor Equity Growth Fund
T Rowe Price Growth Stock R
Fidelity Advisor Technology Fund
Fidelity Advisor Financial Services Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Diversified International Fund
Fidelity Advisor Small Cap Fund
Black Rock International Opportunities A
Fidelity Advisor Health Care Fund
Fidelity Advisor Freedom Income Fund
- 5 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
INVESTMENTS (CONTINUED)
-----------
Fidelity Advisor Freedom Fund 2010
Fidelity Advisor Freedom Fund 2020
Fidelity Advisor Freedom Fund 2030
Fidelity Advisor Freedom Fund 2040
Fidelity Advisor Freedom Fund 2005
Fidelity Advisor Freedom Fund 2015
Fidelity Advisor Freedom Fund 2025
Fidelity Advisor Freedom Fund 2035
Fidelity Advisor Freedom Fund 2045
Fidelity Advisor Freedom Fund 2050
VESTING
-------
Participants are always 100% vested in the value of their
contributions and the earnings thereon. Vesting of company matching
contributions and the earnings thereon is determined based on
participants' years of vesting service. A participant is vested 20%
after each year of service and becomes fully vested after five years
of service or if employment terminates by reason of death, permanent
disability, or retirement. Profit sharing contributions made by the
Company vest based on the number of years of service as follows: 0%
if less than 5 years of service and 100% if 5 or more years of
service.
FORFEITURES
-----------
Forfeitures are allocated to the active participants' accounts on the
same basis as the Company's profit sharing contribution. Forfeitures
are held in a forfeiture account until allocated by the plan
administrator. The amounts forfeited were $358,130 and $421,115 in
2008 and 2007, respectively.
PAYMENT OF BENEFITS
-------------------
Upon retirement or disability, the participants have the option to
receive a lump-sum distribution equal to the vested value of the
funds allocated to the participants' accounts or periodic payments of
equal amounts over a period not exceeding the participant's life
expectancy.
Upon death subsequent to retirement, the beneficiary of the deceased
participant will receive payments as determined by the method of
distribution of benefits then in force. Upon death prior to
retirement, the beneficiary of the deceased participant can elect to
receive a lump-sum distribution or annual periodic payments of
substantially equal
- 6 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
amounts not to exceed five years.
Upon termination, the participant will receive their vested profit
sharing account balance, if under $1,500, on the valuation date
coincident with the Plan year in which the participant's
break-in-service occurred. Participant's vested profit sharing
balances in excess of $1,500 will be distributed with the close of
the fifth Plan year following the Plan year in which the
break-in-service occurred.
PARTICIPANT LOANS
-----------------
Participants of the Plan may borrow funds from their accounts up to
50% of the total vested balance, not to exceed $50,000, less the
participant's highest outstanding loan balance for the previous
12-month period. The minimum loan amount is $1,000. Loans are
repayable through payroll deductions over a period of one to five
years or up to 10 years for the purchase of a primary residence. The
loans are secured by the vested balance in the participant's account
and bear interest at a rate of prime plus 0.5% on the day the loan
was granted. The applicable interest rate at March 31, 2008 is 5.25%.
Interest income on the loan fund is included as interest income in
the participants' fund accounts based on their elected loan
allocation.
PLAN MEMBER ACCOUNTS
--------------------
Each participant's account is credited with the participant's
contribution, the Company's matching contribution, and the allocation
of (a) the Company's profit sharing contribution, (b) Plan earnings,
and (c) forfeitures of terminated participants' nonvested accounts,
and is charged with an allocation of administrative expenses.
Allocation of the profit sharing contribution and forfeitures are
based on compensation. Allocation of earnings and administrative
expenses are based on the participant's account balance by investment
type.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
-------------------
The accompanying financial statements of the Plan have been prepared
on the accrual basis of accounting, except for benefit payments to
participants, which are recorded when paid.
As described in Financial Accounting Standards Board Staff Position,
FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to
the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP), investment contracts held by
a defined-contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount
participants would receive if they were to initiate permitted
transactions under the terms of the plan. As required by the FSP, the
Statement of Net Assets Available for Benefits presents the fair
value of the investment contracts as well as the adjustment of the
fully benefit-responsive investment contracts from fair value to
contract value. The Statement of Changes in Net Assets Available for
Benefits is prepared on a contract value basis.
USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
- 7 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
ADMINISTRATIVE EXPENSES
-----------------------
The assets of the Plan shall be used to pay benefits as provided in
the Plan and, to the extent not paid directly by the Company, to pay
the reasonable expenses of administering the Plan.
INVESTMENT VALUATION AND INCOME RECOGNITION
-------------------------------------------
Participant loans are stated at cost. The cost value of participant
loans is expected to approximate market value as the majority of the
loans are limited to a five-year repayment schedule and interest
rates within that time frame are not expected to fluctuate materially
or to have a material effect on the financial statements.
The statements of changes in net assets available for benefits
present the net appreciation in the fair value of the Plan's
investments, which consists of the realized gains and losses and the
unrealized appreciation on those investments. Due to the fact that
mutual fund distributions are immediately reinvested, mutual fund
distributions are included in net appreciation. The Plan provides for
investment in various mutual funds and other investment securities
that, in general, are exposed to various risks, such as interest
rate, credit, and overall market volatility. Further, due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment
securities will occur in the near term and such changes could
materially affect the amounts reported in the statements of net
assets available for benefits.
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets at
March 31 are presented in the following table:
2008 2007
---- ----
K-V Pharmaceutical Company Common Stock - Class A $ 10,250,828 $ 9,479,182
Fidelity Advisor Dividend Growth Fund 6,589,012 7,647,093
Fidelity Advisor Stable Value Fund 4,630,217* 3,979,663*
Fidelity Advisor Equity Growth Fund 3,506,638 Less than 5%
Fidelity Advisor Intermediate Bond Fund 3,612,144 3,281,276
Fidelity Advisor Diversified International Fund 3,512,305 3,752,450
Fidelity Advisor Mid Cap Fund 3,333,112 2,930,478
Fidelity Advisor Equity Income Fund LESS THAN 5% 2,836,694
JPMorgan Equity Index Fund 3,025,797 2,876,141
<FN>
* This amount represents contract value for this investment.
- 8 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
3. INVESTMENTS (CONTINUED)
Investments in K-V Pharmaceutical Company common stock (held in a
unitized stock fund created by the Trustee) held by the Plan at March
31 were as follows (in shares):
2008 2007
---- ----
K-V Pharmaceutical Company Common Stock - Class A 703,582 383,307
K-V Pharmaceutical Company Common Stock - Class B 157,328 78,936
During 2008 and 2007, the Plan's investments (including realized and
unrealized gains and losses on investments bought and sold, as well
as held during the year) appreciated in value as follows:
2008 2007
---- ----
Employer's common stock $ 126,779 $ 430,052
Mutual funds (5,411,323) 1,015,049
----------- ----------
$(5,284,544) $1,445,101
=========== ==========
4. TAX STATUS
The Plan has obtained a tax determination letter dated February 18,
2003. The Plan has been amended since the receipt of this letter;
however, the Plan administrator and the Plan's counsel believe that
the Plan is currently being operated in compliance with the
applicable requirements of the IRC and is tax exempt through the year
ended March 31, 2008. Accordingly, no provision for income taxes has
been recorded in the financial statements.
5. DISTRIBUTION OF ASSETS UPON TERMINATION OF THE PLAN
The Company reserves the right to terminate the Plan, in whole or in
part, at any time. In the event of termination, all amounts credited
to the participant accounts will become 100% vested. If the Plan is
terminated at any time or contributions are completely discontinued
and the Company determines that the trust shall be terminated, all
accounts shall be revalued as if the termination date was a valuation
date and such accounts shall be
- 9 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------
distributed to participants. If the Plan is terminated or
contributions completely discontinued but the Company determines that
the trust shall be continued pursuant to the terms of the trust
agreement, participants or the Company shall make no further
contributions, but the trust shall be administered as though the Plan
were otherwise in effect. No plans have been made to terminate the
Plan at this time.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and separate
accounts managed by Fidelity. Fidelity is the trustee as defined by
the Plan, and; therefore, these transactions qualify as
party-in-interest transactions. Certain fees paid to this trustee for
investment management services are incorporated into the expense
ratio of the individual mutual funds and separate accounts.
Additionally, certain Plan investments are common stock of the
Company. The Company is the Plan sponsor as defined by the Plan, and;
therefore, these transactions qualify as party-in-interest
transactions.
7. RECONCILIATION OF FINANCIAL STATEMENTS WITH FORM 5500
The following is a reconciliation of the net assets available for
benefits and contributions to the related Form 5500:
March 31,
2008 2007
---- ----
Net assets available for benefits per the financial statements $60,034,955 $56,029,203
Adjustment from fair value to contract value (131,923) (23,360)
Other -- 1,208
----------- -----------
Net assets available for benefits per the Form 5500 59,903,032 56,007,051
=========== ===========
The following is a reconciliation of the changes in net assets
available for benefits to the related Form 5500 at March 31, 2008:
Net increase in net assets available for benefits per the
financial statements $ 4,005,752
Adjustment from fair value to contract value at March 31, 2008 (131,923)
Adjustment from fair value to contract value at March 31, 2007 23,360
Other at March 31, 2007 (1,208)
-----------
Net increase in net assets available for benefits per
the Form 5500 3,895,981
===========
- 10 -
SUPPLEMENTAL SCHEDULE
- 11 -
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
EIN # 43-0618919 PLAN 002
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
FORM 5500 - SCHEDULE H - LINE 4i
March 31, 2008
(See Independent Auditors' Report)
- ------------------------------------------------------------------------------------------------------------------
Description of investment, including
Identity of issuer, borrower, lessor maturity date, collateral, par or maturity Current value
or similar party value March 31, 2008
- ------------------------------------------------------------------------------------------------------------------
* Fidelity Advisor Dividend Growth Fund $ 6,589,012
* K-V Pharmaceutical Company Class A Common Stock 10,250,828
* K-V Pharmaceutical Company Class B Common Stock 2,023,458
* Fidelity Advisor Stable Value Fund Portfolio II 4,630,217
* Fidelity Advisor Intermediate Bond Fund 3,612,144
* JPMorgan Small Cap Value Fund A 367,896
* JPMorgan Equity Index Fund 3,025,797
* Fidelity Advisor Equity Growth Fund 3,506,638
* T Rowe Price Growth Stock R 856,160
* Fidelity Advisor Technology Fund 1,605,914
* Fidelity Advisor Financial Services Fund 1,113,927
* Fidelity Advisor Mid Cap Fund 3,333,112
* Fidelity Advisor Equity Income Fund 2,613,094
* Fidelity Advisor Diversified International Fund 3,512,305
* Fidelity Advisor Small Cap Fund 2,580,742
* Black Rock International Opportunities A 2,330,045
* Fidelity Advisor Health Care Fund 1,140,339
* Fidelity Advisor Freedom Income Fund 51,065
* Fidelity Advisor Freedom Fund 2010 250,696
* Fidelity Advisor Freedom Fund 2020 1,347,787
* Fidelity Advisor Freedom Fund 2030 834,767
* Fidelity Advisor Freedom Fund 2040 699,649
* Fidelity Advisor Freedom Fund 2005 68,409
* Fidelity Advisor Freedom Fund 2015 234,721
* Fidelity Advisor Freedom Fund 2025 518,452
* Fidelity Advisor Freedom Fund 2035 310,327
* Fidelity Advisor Freedom Fund 2045 3,909
* Fidelity Advisor Freedom Fund 2050 27,433
* Participant Loans (interest rate of prime plus 0.5% 1,706,136
maturing through 2016)
------------------
$ 59,144,978
==================
<FN>
* Indicates a party-in-interest as defined by ERISA.
- 12 -
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
K-V PHARMACEUTICAL COMPANY
FIFTH RESTATED PROFIT SHARING PLAN AND TRUST
Date: September 30, 2008 By: /s/ Richard H. Chibnall
-----------------------------------------
Richard H. Chibnall, Authorized Signatory
- 13 -
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Brown Smith Wallace, LLC.
- 14 -