UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2006
Commission File Number 000-22286
Taro Pharmaceutical Industries Ltd.
(Translation of registrant's name into English)
14 Hakitor Street, Haifa Bay 26110, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
Taro Provides Update on Filing of 2005 Form 20-F
HAWTHORNE, N.Y.--(BUSINESS WIRE)--Aug. 29, 2006--Taro Pharmaceutical
Industries Ltd. ("Taro," the "Company," NASDAQ: TARO) today provided an update
on the Company's progress in filing its Annual Report on Form 20-F for the year
ended December 31, 2005 (the "2005 Form 20-F") with the Securities and Exchange
Commission. Previously, the Company had stated that it expected to file the 2005
Form 20-F in August.
Taro had previously reported that during its 2005 audit process, its
independent auditors were conducting additional work related to how the Company
estimated its accounts receivable reserves. During this time, the Company
received additional information, previously unavailable to the Company, from
certain principal customers which is now being used to revise its estimates of
the Company's accounts receivable reserves for prior years. These adjustments
will result in a restatement of financial results for 2003 and 2004.
As an outgrowth of the restatement, Taro's independent auditors have
requested that its Audit Committee retain independent counsel to investigate the
circumstances relating to the restatement. The investigation is in process and
is expected to conclude in September. The Company expects to be in a position to
file the 2005 Form 20-F following the completion of the independent
investigation and finalization of the 2005 audit.
The Company continues to expect that the audited financial results for 2005
will be within the ranges previously provided. Taro expects to report 2005 sales
in a range of approximately $295 million to $305 million, and net income in a
range of approximately $14.0 million to $16.0 million. These estimates are
subject to change pending completion of the audit of 2005 results.
Based on these estimates, the Company expects that it will be in compliance
with the financial covenants of its debt instruments when the audit is complete;
however, as previously announced, the inability to provide the 2005 audited
financial statements to date has resulted in the Company not being in compliance
with certain reporting requirements in certain of its debt instruments, which
the Company has discussed with its lenders.
Taro is a multinational, science-based pharmaceutical company dedicated to
meeting the needs of its customers through the discovery, development,
manufacturing and marketing of the highest quality healthcare products. For more
information on Taro, please visit www.taro.com.
SAFE HARBOR STATEMENT
Certain statements in this release are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements that do not describe
historical facts, and statements that include the word "will," "expects,"
"anticipates," "intends," "believes," or similar language; and statements
concerning the Company's sales and profitability, estimates of 2005 results, the
investigation being conducted by independent counsel, the completion of the 2005
audit, compliance with financial covenants, and the filing of the 2005 Form
20-F. Although the Company believes that such statements are based on reasonable
assumptions and reliable sources, it has no assurance thereof. Factors that
could cause actual results to differ include actions by Nasdaq staff, the timing
and outcome of the investigation being conducted by independent counsel, the
ability of the Company to finalize its 2005 audit, general economic conditions,
industry and market conditions, regulatory actions and legislative actions in
the countries in which Taro operates, the escalation of the conflict in the
Middle East, and other risks detailed from time to time in the Company's SEC
reports, including its Annual Reports on Form 20-F. Forward-looking statements
speak only as of the date on which they are made. The Company undertakes no
obligations to update, change or revise any forward-looking statement, whether
as a result of new information, additional or subsequent developments or
otherwise.
CONTACT: Taro Pharmaceuticals U.S.A., Inc.
Daniel Saks, 914-345-9000 ext. 6208
or
Kevin Connelly, 914-345-9000 ext. 6338
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, thereunto duly authorized.
Date: August 29, 2006
TARO PHARMACEUTICAL INDUSTRIES LTD.
By: /s/ Kevin Connelly
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Name: Kevin Connelly
Title: Senior Vice President and
Chief Financial Officer