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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):
April 27, 2006
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 (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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
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On April 27, 2006, the Perrigo Company released earnings for the third quarter
of fiscal year 2006.
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 gross profit,
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 the items listed below in the applicable fiscal year 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.
Items excluded from reported results:
Fiscal 2006
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- A write-off of the step-up in value of inventory acquired
- A gain on the sale of an equity investment
Fiscal 2005
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- A restructuring charge for organizational improvements and asset
impairments
- A write-off of in-process research and development
- A charge for certain acquisition costs
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
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(d) Exhibits
99.1 Press release issued by Perrigo Company on April 27, 2006, 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: April 27, 2006 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 April 27,
2006, furnished solely pursuant to Item 2.02 of Form 8-K.