FORM 8-K
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 and Exchange Act of 1934
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| Date of Report (Date of earliest event reported):
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August 4, 2005 (August 3, 2005) |
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| New York
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000-19034
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133444607 |
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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 Number) |
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| 777 Old Saw Mill River Road, Tarrytown, New York
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10591-6707 |
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| (Address of principal executive offices)
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(Zip Code) |
(914) 347-7000
(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 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
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| Item 2.02 |
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Results of Operations and Financial Condition |
On August 4, 2005, Regeneron Pharmaceuticals, Inc. announced its
financial and operating results for the quarter and six months
ended June 30, 2005. A copy of the news release is attached hereto
as Exhibit 99(a) and is incorporated herein by reference.
Effective January 1, 2005, Regeneron began recognizing non-cash
compensation expense related to employee stock option awards (Stock
Option Expense) in operating expenses in accordance with Statement
of Financial Accounting Standards No. 123 (SFAS No. 123). Prior to
the adoption of SFAS No. 123, compensation expense related to
employee stock options was not reflected in operating expenses and
prior period operating results have not been restated.
The news release includes certain financial measures that are
calculated in a manner different from generally accepted accounting
principles (GAAP) and are considered non-GAAP financial measures
under United States Securities and Exchange Commission rules.
Non-GAAP financial measures for the three and six months ended June
30, 2005 included in the news release are: (1) pro forma net
income (loss) and pro forma net income (loss) per share (basic and
diluted), exclusive of Stock Option Expense and (2) research and
development expenses, general and administrative expenses, and
contract manufacturing expenses, all exclusive of Stock Option
Expense. Our management does not intend that the presentation of
non-GAAP financial measures be considered in isolation or as a
substitute for results prepared in accordance with GAAP.
Our management believes that the non-GAAP financial measures
described above present helpful information to investors and other
users of Regeneron’s financial statements by providing greater
transparency about the nature of and trends in our operating
expenses and net income (loss) and a more useful basis for
comparing our operating results for the three months and six months
ended June 30, 2005 and 2004. In addition, our management uses
non-GAAP financial measures which exclude Stock Option Expense
internally for operating, budgeting, and financial planning
purposes. The news release includes tables which provide a
reconciliation of the differences between these non-GAAP financial
measures and the most directly comparable financial measures
calculated and presented in accordance with GAAP in the news
release.
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On August 3, 2005, the plaintiffs and Regeneron entered into a Stipulation and
Agreement of Settlement (the “Settlement”) settling all claims against the Company
in In re Regeneron Pharmaceuticals, Inc. Securities Litigation, Civ. A. No. 03 CV
3111 (RWS), a securities class action lawsuit brought in the United States District
Court for the Southern District of New York on behalf of a putative class of
shareholders who purchased Regeneron’s securities on the open market between March
28, 2000 and March 30, 2003. The Settlement requires no payment by Regeneron or
any of the individual defendants named in the lawsuit. The Company's primary insurance
carrier agreed to make the required payment under the Settlement, which is in an
immaterial amount to Regeneron. The Settlement includes no admission of wrongdoing
by Regeneron or any of the individual defendants. The Settlement must be finally
approved by the United States District Court for the Southern District of New York
following notice and hearing.
Separately, the plaintiffs and the individual defendants named in the lawsuit
entered into a Stipulation of Voluntary Dismissal, dismissing all claims against
the individuals. This voluntary dismissal shall automatically become a dismissal
with prejudice, without costs, upon the court entering an order and final judgment
approving the Settlement.
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| Item 9.01 |
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Financial Statements and Exhibits |
(c) Exhibits
99(a) Press Release of Regeneron Pharmaceuticals, Inc. dated August 4, 2005.
Pursuant to the requirements of the Securities and 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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REGENERON PHARMACEUTICALS, INC.
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Dated: August 4, 2005
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By:
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/s/ Stuart Kolinski |
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Stuart Kolinski |
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Vice President and General Counsel |
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Exhibit Index
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| Number |
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Description |
99(a)
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Press Release of Regeneron Pharmaceuticals, Inc. dated August 4, 2005. |
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