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 Earliest Event Reported):
December 17, 2001 (December 14, 2001)
ENDO PHARMACEUTICALS HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 39040 13-4022871
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
100 Painters Drive
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
(610) 558-9800
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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99.1 Press release issued by Endo Pharmaceuticals
Holdings Inc. on December 14, 2001
Item 9. Regulation FD Disclosure.
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On December 14, 2001, the Registrant issued a press release, a
copy of which is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
SIGNATURES
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.
ENDO PHARMACEUTICALS HOLDINGS INC.
(Registrant)
By: /s/ CAROL A. AMMON
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Name: Carol A. Ammon
Title: President & Chief Executive Officer
Dated: December 17, 2001
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release issued by Endo Pharmaceuticals
Holdings Inc. on December 14, 2001
Exhibit 99.1
Contact: Robert Siegfried/Jeremy Fielding
Kekst and Company
212-521-4800
ENDO PHARMACEUTICALS HOLDINGS INC. PERMITS BOARD MEMBERS AND
EXECUTIVE OFFICERS TO ENTER INTO RULE 10B5-1 TRADING PLANS
Chadds Ford, PA, December 14, 2001 - The Board of Directors of
Endo Pharmaceuticals Holdings Inc. (NASDAQ: ENDP and ENDPW) today amended
the Company's insider trading policy to permit its Board members and
executive officers to enter into trading plans pursuant to the recently
adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
Rule 10b5-1 permits insiders to adopt written plans to make future trades
in Company securities at a time when they are not in possession of material
nonpublic information. Shares are then traded in accordance with the plan,
regardless of any subsequent nonpublic information that insiders receive.
Such plans can cover purchases or sales of Company securities.
In addition, John W. Lyle, Chairman of the Company's Board, has
adopted such a trading plan in order to provide for the orderly disposition
of a portion of the shares of Company common stock held by his wife, Karen
B. Lyle, gradually diversify her financial holdings and avoid being
prohibited from trading any Company shares for long periods of time due to
material nonpublic information he may possess during the traditional
trading "windows." Mr. Lyle's trading plan provides for the sale of up to
85,000 shares per quarter, provided that specified trading prices are
achieved, over a period of 1 year (unless the plan is terminated sooner in
accordance with its terms) beginning on January 16, 2002.
We anticipate that, as permitted by Rule 10b5-1 and our amended
insider trading policy, some or all of our executive officers and directors
may establish trading plans at some date in the future. It should be noted
that the shares of common stock that our executives receive upon exercise
of stock options pursuant to the Endo Pharma LLC 1997 Stock Option Plan are
currently, and will remain, subject to significant restrictions that are
set forth in the stockholders agreements, including sale, assignment,
mortgage, transfer, pledge or other disposals or transfers.
Endo, through its wholly owned subsidiaries Endo Pharmaceuticals
Inc. and Endo Inc., is a fully integrated specialty pharmaceutical company
with market leadership in pain management products. The company researches,
develops, produces and markets a broad product offering of both branded and
generic pharmaceuticals, meeting the needs of healthcare professionals and
consumers alike. This and past press releases of Endo Pharmaceuticals
Holdings Inc. are available at Endo's Web site at http://www.endo.com.
To the extent any statements made in this release contain
information that is not historical, these statements are essentially
forward-looking and are subject to risks and uncertainties. As a result of
such risks and uncertainties, which include, but are not limited to, the
difficulty of predicting FDA approvals, risks with respect to technology
and product development, the effect of competing products and prices,
uncertainties regarding intellectual property protection, uncertainties as
to the outcome of litigation, changes in operating results and other risks
discussed from time to time in Endo's filings with the Securities and
Exchange Commission, actual results may differ materially from those
expressed or implied by such forward-looking statements.
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