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): June 24, 1997
COPLEY PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-20126 04-2514637
(Commission File Number) (IRS Employer Identification No.)
25 John Road
Canton, Massachusetts 02021
(Address of principal executive offices) (Zip Code)
(617) 821-6111
(Registrant's telephone number, including area code)
Item 5. Other Events
Copley Pharmaceutical, Inc. (Nasdaq: CPLY) announced a number of cost
reduction initiatives. Cumulatively, these decisions will result in a one
time charge of approximately $1.6 million before taxes, or $0.05 per share
after taxes, to be taken in the current quarter. The Company is discontinuing
its partnership participation in MIR Pharmaceutical, a company formed to
manufacture and sell pharmaceutical products in Russia and has decided to
discontinue funding a collaborative effort in the field of ophthalmology.
Additionally, the Company announced a small reduction in its workforce.
"Given the current market conditions faced by the generic pharmaceutical
industry, Copley has decided not to devote further resources to these two
business ventures," said Kenneth N. Larsen, Copley's Chairman of the Board.
"The limited workforce reduction responds to the changing needs of the
Company's business and will help improve Copley's competitive position."
The Company also announced that United States District Judge Joseph Tauro
accepted its plea of guilty to a one-count Information alleging a violation of
the United States Code. The Company's guilty plea was part of an agreement
reached with the Massachusetts U.S. Attorney, which had been disclosed on May
28, 1997. As the plea agreement anticipated, Judge Tauro fined the Company
$10.65 million. As previously disclosed, the Company is revising its reserve
for product recall and litigation expenses and will record an after tax charge
to earnings of $2 million, or $0.10 per share in the current quarter.
Kenneth N. Larsen, Copley's Chairman of the Board, commented, "Copley is
pleased to have this investigation behind it. As the United States Attorney
acknowledged, his three-year probe found no evidence that any person suffered
any injury as a result of the Company's conduct. The closure achieved today,
together with previously announced cost savings and restructuring initiatives,
will permit Copley to continue to compete as a significant force in the
generic pharmaceutical business."
Copley, a Canton, Massachusetts-based company founded in 1972, currently
employs approximately 400 people in Research and Development, Quality
Assurance, Quality Control, Engineering, Production, Regulatory Affairs, Sales
and Marketing and International Registration. Copley is a leading
manufacturer and marketer of a broad range of multi-source prescription and
over-the-counter pharmaceuticals. The firm markets its products to
distributors, retail chains, wholesalers, hospitals, government agencies, and
managed care companies.
Forward-looking statements (statements that are not historical fact) are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including those risks and
uncertainties detailed in the Company's filings with the Securities and
Exchange Commission, copies of which are available from the Company.
SIGNATURE
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 hereunto duly authorized.
June 24, 1997 COPLEY PHARMACEUTICAL, INC.
/s/ Ken E. Starkweather
---------------------------
Ken E. Starkweather
Vice President - Finance and Treasurer
Principal Financial Officer
