KING PHARMACEUTICALS, INC. - FORM 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-15875
King Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Tennessee |
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54-1684963 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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501 Fifth Street
Bristol, Tennessee
(Address of Principal Executive Offices) |
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37620
(Zip Code) |
Registrants telephone number, including area code:
(423) 989-8000
Securities registered under Section 12(b) of the Exchange
Act:
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(Title of each class) |
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(Name of each exchange on which registered) |
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Common Stock and Associated
Preferred Stock Purchase Rights |
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New York Stock Exchange |
Securities registered under Section 12(g) of the Exchange
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of
1934. Yes o No þ
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any
amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act). Yes o No þ
The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and
asked price of such common equity as of June 30, 2005 was
$2,516,525,051 The number of shares of Common Stock, no par
value, outstanding at February 27, 2006 was 242,080,103.
Documents Incorporated by Reference:
Certain information required in Part III of this Annual
Report on Form 10-K is incorporated
by reference from the registrants Proxy Statement for
its 2006 annual meeting of shareholders.
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on
Form 10-K of King
Pharmaceuticals, Inc. (the Company) amends the
Companys Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005, originally filed with
the Securities and Exchange Commission on March 3, 2006
(the Original Filing). The Company is filing this
Amendment No. 1 solely for the purpose of amending and
restating Exhibit 23.1 (the consent of
PricewaterhouseCoopers LLP, dated March 3, 2006) of the
Original Filing.
Except as described above, this Amendment No. 1 does not
amend any other information set forth in the Original Filing and
the Company has not updated disclosures contained therein to
reflect any events that occurred at a date subsequent to the
date of the Original Filing.
Pursuant to
Rule 12b-15 under
the Securities Exchange Act of 1934, as a result of this
Amendment No. 1, the certifications pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act
of 2002, included as exhibits to the Original Filing, have been
amended, restated, re-executed and re-filed as of the date of
this Amendment No. 1 and are included as Exhibits 31.1,
31.2, 32.1 and 32.2 hereto.
PART IV
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Item 15. |
Exhibits, Financial Statement Schedules. |
(b) Exhibits
The following Exhibits are filed herewith:
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Exhibit |
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Number |
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Description |
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23 |
.1 |
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Consent of PricewaterhouseCoopers LLP. |
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31 |
.1 |
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Certificate of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
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31 |
.2 |
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Certificate of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
.1 |
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Certificate of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
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32 |
.2 |
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Certificate of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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KING PHARMACEUTICALS, INC. |
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By: |
/s/ Brian A. Markison
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Brian A. Markison |
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President and Chief Executive Officer |
March 8, 2006
In accordance with the requirements of the Securities Exchange
Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
date indicated.
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Signature |
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Capacity |
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Date |
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/s/ Brian A. Markison
Brian A. Markison |
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President, Chief Executive Officer and Director
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March 8, 2006 |
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/s/ Joseph Squicciarino
Joseph Squicciarino |
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Chief Financial Officer (principal financial and accounting
officer)
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March 8, 2006 |
II-1