UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-24425
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
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
| 501 Fifth Street, Bristol, TN
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37620 |
| (Address of principal executive offices)
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(Zip Code) |
(423) 989-8000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes þ No 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 o
Number of shares outstanding of Registrant’s common stock as of August 8, 2005: 241,738,182
TABLE OF CONTENTS
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 2005 that we filed on August 9, 2005 (“Original Form 10-Q”) in response to comments we
received from the Securities and Exchange Commission (the “Commission”) on a confidential treatment
request we made for certain portions of Exhibit 10.3 in our Original Form 10-Q. This Amendment No.
1 to our Original Form 10-Q is being filed to amend and supplement Item 5 and to amend Item 6(a) to
re-file Exhibit 10.3.
PART II — OTHER INFORMATION
Item 5. Other Information
On April 1, 2005, the Company entered into a Retirement and Consulting Agreement (the “Agreement”)
with James R. Lattanzi, the Company’s then Chief Financial Officer and a director. Mr. Lattanzi’s
retirement was effective June 1, 2005, and was the subject of a Form 8-K filed on April 5, 2005. A
copy of the Agreement that redacted certain information was filed as Exhibit 10.3 to the Company’s
Form 10-Q for the quarter ended June 30, 2005 filed with the Commission on August 9, 2005. A
complete copy of the Agreement, including the previously redacted
information, is being filed as
Exhibit 10.3 hereto and is incorporated by reference herein.
On
November 4, 2005, certain provisions relating to the length of the term of the Agreement were
amended, as set forth in a First Amendment to Retirement and Consulting Agreement, dated as of
November 4, 2005, by and between the Company and James R. Lattanzi (the “Amendment”). A copy of
the Amendment that redacted certain information was filed as Exhibit 10.2 to Amendment No. 1 to the
Company’s Form 8-K filed with the Commission on November 10, 2005. A complete copy of the
Amendment, including the previously redacted information, was filed as Exhibit 10.2 to Amendment No.
2 to the Company’s Form 8-K filed with the Commission on February 15, 2006 and is incorporated by
reference herein.
Pursuant to the terms of the Agreement, Mr. Lattanzi ceased being an employee and director of the
Company on June 1, 2005 and became a consultant to the Company for a term of two years, which term
was extended on November 4, 2005 to two and one-half years. The parties agreed that Mr. Lattanzi
would provide consulting services to the Company with respect to matters in which Mr. Lattanzi was
involved or had knowledge during his services as an employee. The Agreement and Amendment provide
that Mr. Lattanzi would provide consulting services (i) during the first year, an average of up to
twenty hours per week in exchange for a monthly retainer payment of $33,334.00, (ii) during the
second year, an amount not to exceed twenty hours per week in exchange for a monthly retainer
payment of $28,349.33, and (iii) during the additional six month period, an amount not to exceed
ten hours per week in exchange for a monthly retainer payment of $29,166.67. The Agreement
provides that the Company may terminate the Agreement in the event that Mr. Lattanzi commences
active, full-time employment with any person or entity that is a direct competitor of the Company
during the term of the Agreement, but the Company shall, in any event, be obligated to pay Mr.
Lattanzi the monthly retainer payments through the first year of the Agreement.