10-K/A 1 e69543e10vkza.txt AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) /X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2004 or --------------------------------- / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ---------- Commission file number: 0-15190 ------- OSI PHARMACEUTICALS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 13-3159796 -------------------------------------------- ---------------------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 58 South Service Road, Melville, N.Y. 11747 -------------------------------------------- ------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (631) 962-2000 -------------- Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None --------------------------------- ------------------------------------------- Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share, and Series SRPA Junior Participating Preferred Stock Purchase Rights ---------------------------------------------------------------- (Title of Class) 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 X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / As of March 31, 2004 the aggregate market value of the Registrant's voting stock held by non-affiliates was $1,140,265,997. For purposes of this calculation, shares of common stock held by directors, officers and stockholders whose ownership exceeds five percent of the common stock outstanding at March 31, 2004 were excluded. Exclusion of shares held by any person should not be construed to indicate that the person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant, or that the person is controlled by or under common control with the Registrant. Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No ---- ---- As of December 1, 2004, there were 50,634,509 shares of the Registrant's common stock, par value $.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement for its 2005 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K. EXPLANATORY NOTE OSI Pharmaceuticals, Inc. is filing this amendment to the Form 10-K for the year ended September 30, 2004, filed with the Securities and Exchange Commission on December 14, 2004, to amend the cover sheet by removing the check mark from the box relating to Item 405 of Regulation S-K. Otherwise, the Form 10-K is not amended in any way by this Amendment. -2- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. OSI PHARMACEUTICALS, INC. By:/s/ Robert L. Van Nostrand ------------------------------ Robert L. Van Nostrand Vice President and Chief Financial Officer Date: January 18, 2005 -3- INDEX TO EXHIBITS Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). -------------------- -2-