================================================================================
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): OCTOBER 28, 2003
---------------
VIVUS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 0-23490
DELAWARE 94-3136179
- ------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1172 CASTRO STREET
MOUNTAIN VIEW, CA 94040
---------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(650) 934-5200
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
----------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
================================================================================
ITEM 5. OTHER EVENTS.
On October 28, 2003, the Company issued a press release announcing
resolution of its arbitration claim against Janssen Pharmaceutica International
with the American Arbitration Association related to payments owing to the
Company under a previously terminated distribution agreement between the
companies. The arbitration panel awarded the Company $4.0 million. The Company
also revised its financial statements for the third quarter ended September 30,
2003 based on the resolution of the arbitration.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Press Release dated October 28, 2003 announcing resolution of its
arbitration claim against Janssen Pharmaceutica International with the
American Arbitration Association related to payments owing to the
Company under a previously terminated distribution agreement between
the companies and revised financial statements for the third quarter
ended September 30, 2003 based on the resolution of the arbitration.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The Company revised its September 30, 2003 financial statements based
on the resolution of its arbitration claim against Janssen Pharmaceutica
International with the American Arbitration Association. A press release issued
by the Company dated October 28, 2003 has been attached as Exhibit 99.1 hereto.
SIGNATURES
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 thereunto duly authorized.
Date: October 28, 2003 VIVUS, Inc.
/s/ Larry J. Strauss
------------------------------------------
Larry J. Strauss
Vice President and Chief Financial Officer
/s/ Leland F. Wilson
------------------------------------------
Leland F. Wilson
President and Chief Executive Officer
VIVUS, INC.
INDEX TO EXHIBITS The
following exhibits are filed herewith:
EXHIBIT DESCRIPTION
------- -----------
99.1 Press Release dated October 28, 2003 announcing resolution of its
arbitration claim against Janssen Pharmaceutica International
with the American Arbitration Association related to payments
owing to the Company under a previously terminated distribution
agreement between the companies and revised financial statements
for the third quarter ended September 30, 2003 based on the
resolution of the arbitration.