<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 2, 1997
ROBERTS PHARMACEUTICAL CORPORATION
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
New Jersey 1-1-432 22-2429994
- ------------------- ------------ -----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
</TABLE>
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 908-389-1182
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
- --------------------------------------------------------------------------------
(Former name or former address, if changed from last report)
<PAGE>
- 2 -
Item 5. Other Events
-------------
Roberts Pharmaceutical Corporation announced today that the
Company has filed its 1996 Annual Report on Form 10-K containing
audited financial statements. As a result of (i) a newly adopted
(March 13, 1997) position by the Securities and Exchange
Commission (SEC) Staff on accounting for convertible preferred
stock that is convertible at a discount to market, and (ii)
payments and accrual of dividends with respect to shares of its
Convertible Preferred Stock during the third and fourth quarters
1996, the Company is required to recalculate the previously
reported (February 18, 1997) unaudited earnings per share figures
for the third and fourth quarters of 1996 and the full fiscal year
ended December 31, 1996.
The SEC Staff on March 13, 1997 stated that any discount to the market
price of any company's common stock which is related to convertible
preferred stock issued by a company should be accounted for as an
additional cost of the instrument similar to preferred stock dividends for
the sole purpose of calculating a company's earnings per share. For
Roberts, this new SEC guideline applies retroactively and only to the
determination of 1996 earnings per share and it does not affect any balance
sheet or income statement account reported by the Company.
In August 1996, Roberts completed a private placement of 4,200,000
shares of Convertible Preferred Stock. Holders of shares of Convertible
Preferred Stock can convert such shares into shares of the Company's Common
Stock pursuant to a formula which provides for a 10% discount to the market
price for the Company's Common Stock. Thus, in order to comply with the SEC
Staff's new position, the Company must revise its previously reported
earnings per share amounts for the third and fourth quarters of 1996 as
well as for the full year ended December 31, 1996. This adjustment to the
earnings per share calculation has no effect on the operating income and
net income of the Company which remain as previously announced for the
third and fourth quarters and the full fiscal year of 1996.
After giving effect to these items, the Company's recalculated 1996
earnings per share are as follows:
1Q 2Q 3Q 4Q YEAR
------ ---- ------ ------- -------
$(.22) $.12 $(.40) $(1.83) $(2.44)
<PAGE>
- 2 -
ROBERTS PHARMACEUTICAL CORPORATION
----------------------------------
(Registrant)
Date: April 8, 1997 By: /s/ Anthony A. Rascio
---------------------
Anthony A. Rascio
Vice President
