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): MAY 28, 1998
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)
(781) 821-6111
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5 OTHER EVENTS
The Annual Meeting of Shareholders of Copley Pharmaceutical, Inc. (NASDAQ:CPLY)
was held on May 28, 1998. Shareholders elected Robert P. Cook, Jane C.I. Hirsh
and David A. Jenkins as Directors, each to serve a three year term. KPMG Peat
Marwick LLP was ratified as the Company's auditors for the year ending December
31, 1998.
Following the Annual Meeting of Shareholders, the Board of Directors of Copley
met and decided not to renew its previously announced retention of CIBC
Oppenheimer & Co. While continuing to review strategic alternatives, the Board
intends to concentrate its immediate efforts on hiring a Chief Executive Officer
for Copley.
The Board elected David A. Jenkins, President of Hoechst Corporation, as
Chairman. Mr. Jenkins replaces Kenneth N. Larsen, who chose not to continue as
Chairman and remains a member of the Board.
The Board also elected Daniel M.P. Caron as the Company's Vice President, Chief
Financial Officer and Treasurer effective June 15, 1998, replacing Ken E.
Starkweather, the current holder of these titles, who will be leaving to begin a
long-planned retirement. Mr. Caron has been Copley's Corporate Controller for
nearly six years; prior to joining Copley, Mr. Caron was Chief Financial Officer
at Rosecraft, Inc. and a Certified Public Accountant for Coopers and Lybrand.
Copley Pharmaceutical, Inc. headquartered in Canton, MA, is a leading
manufacturer and marketer of a broad range of multi-source prescription and
over-the-counter pharmaceuticals in a variety of dosage forms. The Company
markets its products to distributors, retail chains, wholesalers, hospitals,
government agencies and managed health care entities.
Forward-looking statements (statements which are not historical facts) in this
release 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.
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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 hereunto duly authorized.
SIGNATURE TITLE DATE
/s/ Ken E. Starkweather Vice President-Finance, Chief June 8, 1998
- --------------------------- Financial Officer and Treasurer
Ken E. Starkweather (principal financial and principal
accounting officer)
