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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) August 13, 1999
KENDLE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Ohio 000 23019 31-1274091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
441 Vine Street, Suite 700, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 381-5550
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On August 13, 1999, the Registrant announced its Board of Directors
adopted a Shareholder Rights Plan to holders of Common Stock of record at the
close of business on August 13, 1999 as described in the press release attached
as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.2 Registrant's Press Release dated August 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KENDLE INTERNATIONAL INC.
Date, August 20, 1999 By: /s/ Paul F. Ritter
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Paul F. Ritter
Secretary -
General Counsel
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Exhibit 99.2
PRESS RELEASE For Immediate Release
CONTACT: August 13, 1999
Mary Kuramoto, Corporate Communications
(513) 763-1393
KENDLE ADOPTS SHAREHOLDER RIGHTS PLAN
Cincinnati, Ohio -- Kendle International Inc. (NASDAQ: KNDL), a leading
full-service clinical development organization headquartered in Cincinnati,
Ohio, announced today that its Board of Directors adopted a Shareholder Rights
Plan to protect against certain types of takeover practices that could deprive
Kendle shareholders of the fair value of their shares.
Kendle's Plan provides that, in the event any person or entity acquires 15% or
more of the Company's outstanding Common Stock, shareholders of the Company will
be entitled to purchase shares of Kendle Common Stock, or on certain instances
shares of the acquiror, at a discounted price. The Rights Plan is not being
adopted in response to any specific offer or effort to acquire control of
Kendle.
"The adoption of the Rights Plan is part of an ongoing effort by the Kendle
Board of Directors to protect and maximize the value of our shareholders'
investment in the Company," said Kendle CEO, Dr. Candace Kendle. "We believe
that Kendle's solid performance, its ongoing progress in penetrating the growing
outsourcing market and its positive future prospects are not adequately
reflected in the current price of its stock. The Rights Plan is designed to
assure that shareholders are not denied their rights to share in the Company's
long-term growth potential through an opportunistic, undervalued bid for the
Company."
A letter outlining the Shareholder Rights Plan in more detail will be sent to
the Company's shareholders.
Kendle, which currently employs more than 1,200 associates worldwide, is an
international contract research organization that provides integrated clinical
research and drug development services on a contract basis to the pharmaceutical
and biotechnology industries.
Information in this press release contains "forward-looking statements." These
statements involve risks and uncertainties that could cause actual results to
differ materially, including without limitation, actual operating performance,
the ability of the combined businesses to be integrated with Kendle's current
operations, the ability to penetrate new markets, the ability of joint venture
businesses to be integrated with Kendle's current operations, and the ability to
maintain large client contracts or to enter into new contracts. Additional
factors that could cause actual results to differ materially are discussed in
the Company's recent filings with the Securities and Exchange Commission,
including but not limited to its Forms 10-K and S-1.
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