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 the earliest event reported): May 28, 2009
Valeant Pharmaceuticals International
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-11397
(Commission File Number)
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33-0628076
(IRS Employer
Identification No.) |
One Enterprise
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
(949) 461-6000
(Registrants telephone number, including area code)
Not applicable
(Former name or former 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
Valeant Pharmaceuticals International (the Company) is filing this Current Report on Form
8-K to reflect certain accounting adjustments described below with respect to the financial
information contained in the Companys Annual Report on Form 10-K for the year ended December 31,
2008 (the 2008 Form 10-K), which was filed with the United States Securities and Exchange
Commission (the SEC) on March 2, 2009. The information in this Form 8-K is not an amendment to or
restatement of the Companys 2008 Form 10-K.
Effective January 1, 2009, the Company adopted Financial Accounting Standards Board Staff
Position (FSP) No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1), which applies to
convertible debt instruments that may be settled in cash (including partial cash settlement) upon
conversion. FSP APB 14-1 requires the liability and equity components of convertible debt
instruments that may be settled in cash upon conversion (including partial cash settlement) to be
separately accounted for in a manner that reflects the issuers nonconvertible debt borrowing rate.
FSP APB 14-1 requires bifurcation of a component of the debt instruments, classification of that
component in equity and the accretion of the resulting discount on the debt to be recognized as
interest expense. FSP APB 14-1 also requires retrospective application and early adoption was not
permitted. FSP APB 14-1 applies to the Companys 3.0% Convertible Subordinated Notes due in 2010
and the 4.0 % Convertible Subordinated Notes due in 2013. The retrospective adoption of FSP APB
14-1 affects the Companys financial information for the years 2004 through 2008, as reflected in
Exhibit 99.1 to this Current Report on Form 8-K.
Effective January 1, 2009, the Company adopted Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standard No. 160, Noncontrolling Interests in Consolidated
Financial Statements-an amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of
a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest
in the consolidated entity that should be reported as a separate component of equity in the
consolidated financial statements. In addition, SFAS 160 changes the way the consolidated statement
of operations is presented and requires consolidated net income to be reported at amounts that
include the amount attributable to both the Company and the noncontrolling interest. The adoption
of SFAS 160 affects the Companys financial information for the years 2004 through 2008, as
reflected in Exhibit 99.1 to this Current Report on Form 8-K.
During the first quarter of 2009, the Company detected an immaterial accounting error related
to the reversal of the valuation allowance on deferred income tax assets. The correction of this
error has been reflected retrospectively in the Companys financial information for the fourth
quarter of 2008, as shown in Exhibit 99.1 to this Current Report on Form 8-K. In addition, in the
first quarter of 2009, the Company realigned its segment data for alliance revenue to include
alliance revenue other than ribavirin royalties in the specialty pharmaceutical segment, the
effects of which have been reflected retrospectively in the Companys financial information for
2008 and 2007, as shown in Exhibit 99.1 to this Current Report on Form 8-K.
Neither this Current Report on Form 8-K nor Exhibit 99.1 hereto reflect any events occurring
after March 2, 2009 or modify or update the disclosures in the Companys 2008 Form 10-K that may
have been affected by subsequent events, except as required to reflect the effects of the Companys
retrospective application of both FSP APB 14-1 and SFAS 160 and the correction of the immaterial
error and change in segments. Accordingly, the Company has amended disclosures, to the extent
relevant, only in the following items of the Companys 2008 Form 10-K:
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Part II, Item 6 Selected Financial Data |
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Part II, Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations |
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Part II, Item 7A Quantitative and Qualitative Disclosures about Market Risk |
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Part II, Item 8 Financial Statements and Supplementary Data |
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Schedule II Valuation and Qualifying Accounts and Reserves |
Therefore, this Current Report on Form 8-K should be read in conjunction with the Companys
2008 Form 10-K and the Companys filings made with the SEC subsequent to the filing of the
Companys 2008 Form 10-K, including the Companys Quarterly Report on Form 10-Q filed on May 7,
2009.
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