SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
PURSUANT to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the Month of January, 2004
Commission File Number 0-30860
Axcan Pharma Inc.
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(Exact Name of Registrant)
597, boul. Laurier, Mont-Saint-Hilaire (Quebec), Canada J3H 6C4
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also hereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
X
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This Form 6-K consists of: A press release issued by Axcan Pharma Inc. on
January 7, 2004, entitled "Axcan Restates and Increases Diluted Income Per Share
for Fiscal 2003."
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.
AXCAN PHARMA INC.
Date: January 8, 2004 By: /s/ Jean Vezina
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Name: Jean Vezina
Title: Vice-President, Finance and
Chief Financial Officer
[AXCAN LOGO] AXCAN PHARMA, INC.
597, boul. Laurier
Mont-Saint-Hilaire (Quebec)
Canada J3H 6C4
Tel: (450) 467-5138
1 (800) 565-3255
Fax: (450) 464-9979
www.axcan.com
SOURCE: AXCAN PHARMA INC.
TSX SYMBOL (Toronto Stock Exchange): AXP
NASDAQ SYMBOL (Nasdaq National Market): AXCA
DATE: January 7, 2004
Press Release for immediate distribution
AXCAN RESTATES AND INCREASES DILUTED INCOME PER SHARE FOR FISCAL 2003
MONT-SAINT-HILAIRE, QUEBEC - Axcan Pharma Inc. ("Axcan" or the "Company")
announced today a revision and increase in the diluted income per share for its
second and third quarters and in the diluted income per share excluding certain
items presented in the Management's Discussion and Analysis of financial
condition and results of operations ("MD&A") for the third and fourth quarters
and fiscal year ended September 30, 2003 (all amounts are stated in U.S.
dollars). In calculating the diluted income per share, the Company had reflected
the dilutive impact of conversion of its $125-million convertible subordinated
notes. However, the triggering event for conversion had not yet occurred
resulting in an understatement of diluted income per share. The restated diluted
income per share excluding acquired in-process research, takeover-bid expenses
and related income taxes for the fiscal year ended September 30, 2003 was $0.73
rather than $0.70 as published.
"Although this event is not material and has no negative impact on Axcan's
reported results, the Company considers it appropriate to restate previously
disclosed financial results," commented David W. Mims, Executive Vice President
and Chief Operating Officer of Axcan. "We want to assure all current and
potential shareholders that we have reinforced the Company's disclosure process
and are committed to the highest standards of reporting," he concluded.
As presented in the MD&A for the fourth quarter and fiscal year ended September
30, 2003, the restated diluted income per share excluding acquired in-process
research, takeover-bid expenses and related income taxes for the fiscal year
ended September 30, 2003, are $0.73 rather than the published $0.70. This
measure of diluted income per share excluding certain items is a non-GAAP
measure that does not have a standardized meaning and, as such, is not
necessarily comparable to similarly titled measures presented by other
companies. As previously stated, the Company believes the presentation of this
non-GAAP measure provides useful information because it eliminates certain
unusual expenses and thus creates a measure more similar to that used for prior
periods. Investors should consider this non-GAAP measure as additional
information to Axcan's U.S. GAAP results of operations.
Income per share according to GAAP for the fourth quarter and fiscal year ended
September 30, 2003, was accurately disclosed and the restatement has accordingly
no impact on the figures included in the financial statements for these periods.
In the course of re-examining the calculation of diluted income per share for
its annual report, the Company determined that it was necessary to restate the
diluted income per share as events required for conversion of the Company's
convertible subordinated notes to common shares had not occurred. In order to
reflect conversion of the convertible debenture to common shares, the following
must occur during any conversion period:
> the closing sale price of its common shares on the NASDAQ Market for at
least 20 consecutive trading days in the 30 consecutive trading-day period
ending on the first day of the conversion period is more than 110% of the
conversion price in effect on that thirtieth trading day. The conversion
price now in effect is $14.01 and 110% of this conversion price is $15.41;
> during the five business-day period following any 10 consecutive
trading-day period in which the daily average of the trading prices for the
notes for that 10 trading-day period is less than 95% of the average
conversion value for the notes during that period;
> if the Company has called the notes for redemption; or
> upon the occurrence of specified corporate transactions.
Details of the Company's restated figures are as follows:
FOURTH QUARTER AND FISCAL YEAR ENDED SEPTEMBER 30, 2003
Diluted income per share excluding acquired in-process research and related
income taxes for the three-month period ended September 30, 2003.
As published in Management's discussion and analysis of
financial condition and results of operations $0.19
Restated $0.20
Diluted income per share excluding acquired in-process research, takeover bid
expenses and related income taxes for the year ended September 30, 2003
As published in Management's discussion and analysis of
financial condition and results of operations $0.70
Restated $0.73
These measures of diluted income per share excluding certain items are non-GAAP
measures.
THIRD QUARTER ENDED JUNE 30, 2003
Financial statements
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Diluted income per common share
o for the three-month period ended June 30, 2003
As published $0.13
Restated $0.14
o for the nine-month period ended June 30, 2003
As published $0.47
Restated $0.48
Diluted weighted average number of common shares
o for the three-month period ended June 30, 2003
As published 54,521,818
Restated 45,597,705
o for the nine-month period ended June 30, 2003
As published 49,398,847
Restated 45,574,227
Management's Discussion and Analysis of Financial Condition and Results of
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Operations:
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Diluted income per common share excluding takeover bid expenses and related
income taxes
o for the three-month period ended June 30, 2003
As published $0.18
Restated $0.19
o for the nine-month period ended June 30, 2003
As published $0.52
Restated $0.53
This measure of diluted income per share excluding certain items is a non-GAAP
measure.
SECOND QUARTER ENDED MARCH 31, 2003
Financial statements
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Diluted income per common share for the three-month period ended March 31, 2003
As published $0.19
Restated $0.20
Diluted weighted average number of common shares
o for the three-month period ended March 31, 2003
As published 47,131,627
Restated 45,553,550
o for the six-month period ended March 31, 2003
As published 46,635,551
Restated 45,560,678
CONFERENCE CALL
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Axcan will host a conference call at 4:30 P.M. EST, on January 7, 2004.
Interested parties may also access the conference call by way of web cast at
www.axcan.com. The web cast will be archived for 90 days.
The telephone numbers to access the conference call are (800) 814-4860 (Canada
and United States) or (416) 640-4127 (international). A replay of the call will
be available until January 14, 2004. The telephone number to access the replay
of the call is (416) 640-1917 code: 21032513.
Axcan is a leading specialty pharmaceutical company involved in the field of
gastroenterology. Axcan markets a broad line of prescription products sold for
the treatment of symptoms in a number of gastrointestinal diseases and disorders
such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver
diseases and complications related to cystic fibrosis. Axcan's products are
marketed by its own sales force in North America and Europe. Its common shares
are listed on the Toronto Stock Exchange under the symbol "AXP" and on the
NASDAQ National Market under the symbol "AXCA".
INFORMATION: David W. Mims
Executive Vice President and Chief Operating Officer
Tel: (205) 991-8085 ext. 223
or Isabelle Adjahi
Director, Investor Relations
Tel: (450) 467-2600 ext. 2000
Web: http://www.axcan.com