UNITED STATES
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 the earliest event reported): September 10, 2007
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
1-11397
(Commission File Number)
|
|
33-0628076
(I.R.S Employer
Identification No.) |
| |
|
|
| One Enterprise |
|
|
| Aliso Viejo, California
|
|
92656 |
| (Address of principal executive offices)
|
|
(Zip Code) |
(949) 461-6000
(Registrant’s telephone number, including area code)
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On September 10, 2007, Valeant Pharmaceuticals International (the “Company”) presented certain
information at the Bear Stearns 20th Annual Health Care Conference. The presentation is attached
hereto as Exhibit 99.1, and a reconciliation of certain financial measures contained in the
presentation is attached hereto as Exhibit 99.2. See “Non-GAAP Information” below. Exhibits 99.1
and 99.2 are also available on the Company’s website at http://www.valeant.com under Investor
Relations/Financial Presentations.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01
and Exhibits 99.1 and 99.2 shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
|
Presentation by the Company at the Bear Stearns 20th Annual Health Care Conference. |
| |
| 99.2 |
|
Reconciliation of non-GAAP measures to the most directly comparable measure
calculated in accordance with GAAP. |
Forward-Looking Statements
This presentation contains forward-looking statements, including statements regarding the company’s
strategic direction, expected revenues, expenses, earnings and other financial metrics, the
company’s restructuring program and related charges, market and treatment opportunities for
existing products and products under development, the company’s development pipeline, and plans for
additional clinical trials, that are based on management’s current expectations and involve risks
and uncertainties including risks relating to projections of future operating performance, clinical
development of new products, regulatory approval processes, marketplace acceptance of the company’s
products, success of the company’s restructuring initiatives and the ability of management to
execute them, success of the company’s strategic plan, and other risks detailed from time-to-time
in the company’s Securities and Exchange Commission filings. The Company cautions the reader that
these factors, as well as other factors described in its SEC filings, are among the factors that
could cause actual results to differ materially from the expectations described in the
forward-looking statements. The Company also cautions the reader that undue reliance should not be
placed on any of the forward-looking statements, which speak only as of the date of this Current
Report. The Company undertakes no responsibility to update any of these forward-looking statements
to reflect events or circumstances after the date of this Current Report or to reflect actual
outcomes.
Non-GAAP Information
In the presentation attached hereto as Exhibit 99.1, the Company refers to certain adjusted
operating income measures and other financial metrics that have not been prepared in accordance
with accounting principles generally accepted in the United States (“GAAP”). When reporting its
historical financial results, the Company provides certain non-GAAP financial measures to
supplement the consolidated financial results prepared in accordance with GAAP. These non-GAAP
financial measures are not in accordance with, nor are they a substitute for, GAAP measures, and
they may not be consistent with the presentation used by other companies. The Company uses the
non-GAAP financial measures to evaluate and manage its operations. The Company is providing this
information to investors to allow for the performance of additional financial analysis and because
it is consistent with the financial models and estimates published by analysts who follow the
Company. A reconciliation of the non-GAAP financial measures to the most directly comparable
measures prepared in accordance with GAAP is attached hereto as Exhibit 99.2. Exhibit 99.2 is also
available on the Company’s website at http://www.valeant.com under Investor Relations/Financial
Presentations. The Company has not provided a reconciliation of the forward-looking non-GAAP
financial measures included in the presentation due to the difficulty in forecasting and
quantifying the exact amount of the restructuring charge and the related tax benefits that will be
included in the comparable GAAP measures.