KV Pharmaceutical Receives Report From Inspector of Elections Certifying Votes to Approve Appointment of Director
January 07 2010 - 4:10PM
PR Newswire (US)
ST. LOUIS, Jan. 7 /PRNewswire-FirstCall/ -- KV Pharmaceutical
Company (NYSE:KVa/KVb) today announced that IVS Associates, Inc.,
the inspector of elections retained by the Company, has certified
that the votes represented by a written consent of stockholders
received by the Company on December 22, 2009 (the "Written
Consent") relating to the appointment of a director by certain
stockholders (the "Director Changes") are sufficient to approve the
matters set forth in the Written Consent. The Director Changes
include the appointment of John Sampson as a director of the
Company to fill the vacancy created by the departure of Mr.
Kanterman. As previously disclosed on the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission (the
"SEC") on December 15, 2009, Mr. Kanterman resigned as a member of
the Board of Directors on December 11, 2009. A more detailed
description of the Written Consent, including a copy thereof, is
set forth in the Current Report on Form 8-K the Company filed today
with the SEC. Pursuant to the rules of the SEC, the Company intends
to file with the SEC and distribute to the Company's stockholders a
Schedule 14C Information Statement to disclose the Director Changes
and certain other related information. The Schedule 14C Information
Statement must be sent to stockholders at least 20 calendar days
prior to the date on which the proposed corporate action becomes
effective. About KV Pharmaceutical Company KV Pharmaceutical
Company is a fully integrated specialty pharmaceutical company that
develops, manufactures, markets, and acquires
technology-distinguished branded and generic/non-branded
prescription pharmaceutical products. The Company markets its
technology distinguished products through ETHEX Corporation, a
subsidiary that competes with branded products, and Ther-Rx
Corporation, the company's branded drug subsidiary. For further
information about KV Pharmaceutical Company, please visit the
Company's corporate Web site at http://www.kvpharmaceutical.com/.
Cautionary Note Regarding Forward-looking Statements This press
release contains various forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995 (the "PSLRA") and that may be based on or include
assumptions concerning the operations, future results and prospects
of the Company. Such statements may be identified by the use of
words like "plan," "expect," "aim," "believe," "project,"
"anticipate," "commit," "intend," "estimate," "will," "should,"
"could," "potential" and other expressions that indicate future
events and trends. All statements that address expectations or
projections about the future, including without limitation,
statements about product development, product launches, regulatory
approvals, governmental and regulatory actions and proceedings,
market position, acquisitions, sale of assets, revenues,
expenditures, resumption of manufacturing and distribution of
products and the impact of the recall and suspension of shipments
on revenues, and other financial results, are forward-looking
statements. All forward-looking statements are based on current
expectations and are subject to risk and uncertainties. In
connection with the PSLRA's "safe harbor" provisions, the Company
provides the following cautionary statements identifying important
economic, competitive, political, regulatory and technological
factors, among others, that could cause actual results or events to
differ materially from those set forth or implied by the
forward-looking statements and related assumptions. Such factors
include (but are not limited to) the following: 1. the ability to
continue as a going concern; 2. the consent decree between the
Company and the U.S. Food and Drug Administration (the "FDA") and
the Company's suspension of the production and shipment of all of
the products that the Company manufactures and the related
nationwide recall affecting all of the products that the Company
manufactures, as well as the related material adverse effect on the
Company's revenue, assets and liquidity and capital resources, all
as more fully described in the Company's Form 8-K filed with the
SEC on January 26, 2009, the Company's Form 8-K filed with the SEC
on February 26, 2009, the Company's Form 8-K filed with the SEC on
March 3, 2009, the Company's Form 8-K filed with the SEC on April
30, 2009, the Company's Form 8-K filed with the SEC on July 24,
2009 and the Company's Form 8-K filed with the SEC on November 12,
2009; 3. the degree to which the findings of the Audit Committee
inquiry referenced in the Company's Form 10-Q for the quarter ended
June 30, 2008, the Company's Form 12b-25 filed with the SEC on
November 13, 2008, the Company's Form 12b-25 filed with the SEC on
February 2, 2009, the Company's Form 12b-25 filed with the SEC on
June 6, 2009, the Company's Form 8-K filed with the SEC on June 23,
2009, the Company's two Form 12b-25s filed with the SEC on November
10, 2009, as well as certain other of the Company's SEC filings,
could have a material impact on the Company's financial results; 4.
changes in the current and future business environment, including
interest rates and capital and consumer spending; 5. the difficulty
of predicting FDA approvals, including timing, and that any period
of exclusivity may not be realized; 6. the possibility of not
obtaining FDA approvals or delay in obtaining FDA approvals; 7.
acceptance of and demand for the Company's new pharmaceutical
products; 8. the introduction and impact of competitive products
and pricing, including as a result of so-called authorized-generic
drugs; 9. new product development and launch, including the
possibility that any product launch may be delayed; 10. reliance on
key strategic alliances; 11. the availability of raw materials
and/or products manufactured for the Company under contract
manufacturing arrangements with third parties; 12. the regulatory
environment, including regulatory agency and judicial actions and
changes in applicable law or regulations; 13. fluctuations in
revenues; 14. the difficulty of predicting international regulatory
approvals, including timing; 15. the difficulty of predicting the
pattern of inventory movements by the Company's customers; 16. the
impact of competitive response to the Company's sales, marketing
and strategic efforts, including the introduction or potential
introduction of generic or competing products against products sold
by the Company and its subsidiaries; 17. risks that the Company may
not ultimately prevail in litigation, including challenges to the
Company's intellectual property rights by actual or potential
competitors or to the Company's ability to market generic products
due to brand company patents and challenges to other companies'
introduction or potential introduction of generic or competing
products by third parties against products sold by the Company or
its subsidiaries, including without limitation the litigation and
claims referred to in Note 16 of the Notes to the Consolidated
Financial Statements in the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008 and under the heading "Certain
Other Matters" in the Company's Form 8-K filed with the SEC on
April 30, 2009; 18. the possibility that the Company's current
estimates of the financial effect of certain announced product
recalls could prove to be incorrect; 19. whether any product
recalls or product introductions result in litigation, agency
action or material damages; 20. the satisfaction or waiver of the
other closing conditions in the previously disclosed Gestiva(TM)
acquisition agreement; 21. the series of putative class action
lawsuits alleging violations of the federal securities laws by the
Company and certain individuals, all as more fully described in the
Company's Form 8-K filed with the SEC on January 26, 2009, the
Company's Form 8-K filed with the SEC on February 26, 2009, the
Company's Form 8-K filed with the SEC on April 30, 2009, as well as
certain other of the Company's SEC filings; 22. the possibility
that insurance proceeds are insufficient to cover potential losses
that may arise from litigation, including with respect to product
liability or securities litigation; 23. the informal inquiry
initiated by the SEC and any related or additional governmental
investigative or enforcement proceedings, including actions by the
FDA and the U.S. Department of Justice, all as more fully described
in the Company's Form 8-K filed with the SEC on January 26, 2009,
the Company's Form 8-K filed with the SEC on February 26, 2009, the
Company's Form 8-K filed with the SEC on April 30, 2009, the
Company's Form 8-K filed with the SEC on July 24, 2009 and the
Company's Form 8-K filed with the SEC on November 12, 2009; 24.
delays in returning, or failure to return, certain or many of the
Company's approved products to market, including loss of market
share as a result of the suspension of shipments, and related
costs; 25. the ability to sell or license certain assets, and the
terms of such transactions; 26. the possibility that the auction
rate securities held by the Company may not return to liquidity at
or near their face value; 27. the ability to monetize the auction
rate securities currently held by the Company, the amount of
proceeds to be received from such monetization and the timing of
receipt of proceeds by the Company; 28. the timing and ability to
realize and receive expected tax refunds, the actual refund amount
to be received by the Company subject to any challenges or
otherwise and the timing of receipt of the refund by the Company;
29. the possibility that default on one type or class of the
Company's indebtedness could result in cross default under, and the
acceleration of, the Company's other indebtedness; 30. difficulties
and uncertainties with respect to obtaining additional capital; 31.
the possibility that the failure to timely file the Company's
Annual Report on Form 10-K for fiscal year 2009 with the SEC could
result in the delisting of the Company's securities by the New York
Stock Exchange; and 32. the risks detailed from time to time in the
Company's filings with the SEC. This discussion is not exhaustive,
but is designed to highlight important factors that may impact the
Company's forward-looking statements. Because the factors referred
to above, as well as the statements included elsewhere in this
press release, could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements
made by the Company or on the Company's behalf, you should not
place undue reliance on any forward-looking statements. All
forward-looking statements attributable to the Company are
expressly qualified in their entirety by the cautionary statements
in this "Cautionary Note Regarding Forward-looking Statements" and
the risk factors that are included under the heading "Item 1A-Risk
Factors" in the Company's Annual Report on Form 10-K for the year
ended March 31, 2008, as supplemented by the Company's subsequent
SEC filings. Further, any forward-looking statement speaks only as
of the date on which it is made and the Company is under no
obligation to update any of the forward-looking statements after
the date of this press release. New factors emerge from time to
time, and it is not possible for the Company to predict which
factors will arise, when they will arise and/or their effects. In
addition, the Company cannot assess the impact of each factor on
the Company's future business or financial condition or the extent
to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements. DATASOURCE: KV Pharmaceutical Company
CONTACT: Michael Anderson, +1-314-645-6600 Web Site:
http://www.kvpharmaceutical.com/
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