- Amended Current report filing (8-K/A)
February 24 2010 - 2:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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))
Item 2.02. Results of Operations and Financial Condition
.
On February 23, 2010, OSI Pharmaceuticals, Inc. (OSI) furnished a Current Report on Form 8-K
(the Original Form 8-K) that included a press release announcing OSIs results for the year ended
December 31, 2009 (the Release). OSI is filing this Current Report on Form 8-K/A (this Amended
Form 8-K) solely to correct two errors in one of the tables to the Release. The table containing
the reconciliation of reported net income from continuing operations to non-GAAP net income from
continuing operations and reported diluted income per share to non-GAAP diluted income per share
(the Reconciliation) incorrectly stated that interest and issuance costs related to dilutive
convertible debt-net of tax for the three months ended December 31, 2008 were $3,219,000. The
correct figure is $1,488,000. The Reconciliation also incorrectly stated that the dilutive effect
of OSIs Convertible Senior Subordinated Notes due 2038 (the 2038 Notes) for the three months
ended December 31, 2008 was 2,709,000 shares. In actuality, the 2038 Notes were anti-dilutive for
the three months ended December 31, 2008, thus there was no dilutive effect of the 2038 Notes for
this period.
This correction does not otherwise affect the reported results in the narrative or other
financial tables of the Release, or the Original Form 8-K, or the financial results discussed in
OSIs February 23, 2010 conference call, all of which were correctly reported.
The corrected portion of the Reconciliation, with the updated figures marked with an
asterisk, is set forth below.
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Three Months
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Ended December 31,
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2008
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Computation of Non-GAAP diluted income per common share from continuing operations:
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Non-GAAP net income from continuing operations
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$
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37,943
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Add: Interest and issuance costs related to dilutive convertible debt-net of tax
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1,488
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Non-GAAP net income from continuing operations diluted
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$
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39,431
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Computation of Non-GAAP diluted shares:
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Basic shares
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57,610
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Adjustment to dilutive shares:
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Dilutive effect of options and restricted stock
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453
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Dilutive effect of the 2023 Notes
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1,998
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Dilutive effect of the 2025 Notes
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3,908
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Dilutive effect of the 2038 Notes
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*
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Non-GAAP dilutive shares
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63,969
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The information in this Item 2.02 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.
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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.
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Date: February 24, 2010
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OSI PHARMACEUTICALS, INC.
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By:
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/s/ Barbara A. Wood
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Barbara A. Wood
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Senior Vice President, General Counsel
and Secretary
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-3-
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