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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 earliest event reported): September 7, 2005
PERRIGO COMPANY
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(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
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(State of other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 Eastern Avenue, Allegan, Michigan 49010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 673-8451
Not Applicable
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(Former name or 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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 7, 2005, the Perrigo Company released earnings for the fourth
quarter and full year of fiscal year 2005.
The earnings release contains non-GAAP measures which are defined as a financial
measure of the Company's performance that excludes or includes amounts thereby
differentiating it from the most directly comparable measure presented in the
financial statements that are calculated and presented in accordance with
Generally Accepted Accounting Principles (GAAP). Pursuant to the requirements of
Regulation G, the Company has provided a reconciliation for operating income,
net income and earnings per share within its earnings release to the most
directly comparable GAAP measure for these non-GAAP measures.
The Company excludes a write-off of in-process research and development,
restructuring costs, acquisition-related expenses, a write-off of the step-up in
value of inventory acquired, settlements related to class action lawsuits and
the Federal Trade Commission, and a one-time tax benefit when monitoring and
evaluating the on-going financial results and trends of its business due to the
non-recurring nature of these items. The Company believes this information is
also useful for investors since excluding these non-recurring items provides
important insight into the Company's on-going operations.
The press release related to Perrigo's earnings is attached as Exhibit 99.
The information in this Report 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 Report shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued by Perrigo Company on September 7, 2005,
furnished solely pursuant to item 2.02 of Form 8-K.
SIGNATURES
Pursuant to the requirement 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.
PERRIGO COMPANY
(Registrant)
By: /s/Douglas R. Schrank
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Dated: September 7, 2005 Douglas R. Schrank
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
Exhibit Index
Exhibit 99.1 - Press Release issued by Perrigo Company on September 7,
2005, furnished solely pursuant to Item 2.02 of Form 8-K.