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
February 23, 2010
Date of Report (Date of earliest event reported)
OSI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-15190
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13-3159796
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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41 Pinelawn Road
Melville, NY 11747
(Address of principal executive offices)
(631) 962-2000
(Registrants telephone number, including area code)
N/A
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
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On February 23, 2010, OSI Pharmaceuticals, Inc. (OSI) issued a press release regarding its
financial results for the year ended December 31, 2009. A copy of this release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
As previously announced, OSI is holding a conference call, open to the public, to discuss
these results at 5:00 p.m. (Eastern Time) on February 23, 2010. To access the live webcast or the
archive via the Internet, log on to www.osip.com. Alternatively, please call 1-877-329-7568 (U.S.)
or 1-719-325-2137 (international) to listen to the call. The conference ID number for the live call
is 8291684. Telephone replay is available approximately two hours after the call through March 12,
2010. To access the replay, please call 1-888-203-1112 (U.S.) or 1-719-457-0820 (international).
The conference ID number is 8291684.
The
attached press release contains both generally accepted accounting
principles, or GAAP,
and non-GAAP financial measures for the fiscal year ended December 31, 2009. The non-GAAP financial
measures include adjusted net income from continuing operations and adjusted earnings per share
from continuing operations, each of which have directly comparable GAAP financial measures. OSI
has provided these non-GAAP financial measures to adjust for the impact of the following expenses:
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restructuring and other costs related to consolidation of OSIs operations on
to a single campus in Ardsley, New York;
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equity-based compensation expense;
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imputed interest related to OSIs 2% Convertible Senior Subordinated Notes due
2025 and 3% Convertible Senior Subordinated Notes due 2038, which results from the
application of Accounting Standards Codification Subtopic 470-20, effective as of January
1, 2009, which provides guidance for the bifurcation of the conversion feature from the
debt component of convertible debt instruments that may be settled in cash upon
conversion;
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amortization of acquired intangible assets;
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non-cash tax expense, which results in an adjustment of OSIs effective tax
rate of approximately 40% to reflect its actual cash tax rate of approximately 3%
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acquired in-process research and development; and
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non-cash impairment charges.
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Management uses these non-GAAP financial measures internally to evaluate the performance of
the business, including the allocation of resources as well as the planning and forecasting of
future periods and believes that these results are useful to others in analyzing the core operating
performance and trends of OSI for the periods presented. Non-GAAP financial measures are not
prepared in accordance with GAAP and therefore are not necessarily comparable to the financial
results of other companies. These non-GAAP measures should be considered as a supplement to, not a
substitute for or superior to, the corresponding financial measures calculated in accordance with
GAAP.
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The non-GAAP financial measures included in the press release attached hereto as Exhibit 99.1
have been reconciled to the comparable GAAP financial measures as required under the rules and
regulations of the Securities Exchange Commission. These non-GAAP measures have limitations,
however, because they do not include all items of income and expense that affect OSI, and therefore
should not be considered in isolation of, or as an alternative to, measurements required by GAAP.
The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date of this report, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated February 23, 2010.
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