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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2005
REGENERON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
New York 000-19034 133444607
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
777 Old Saw Mill River Road, Tarrytown, New York 10591-6707
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(Address of principal executive offices) (Zip Code)
(914) 347-7000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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))
Item 2.02 Results of Operations and Financial Condition
On April 28, 2005, Regeneron Pharmaceuticals, Inc. announced its
financial and operating results for the quarter ended March 31,
2005. A copy of the news release is attached hereto as Exhibit
99(a) and is incorporated herein by reference.
Effective January 1, 2005, Regeneron began recognizing non-cash
compensation expense related to employee stock option awards
(Stock Option Expense) in operating expenses in accordance with
Statement of Financial Accounting Standards No. 123 (SFAS No.
123). Prior to the adoption of SFAS No. 123, compensation expense
related to employee stock options was not reflected in operating
expenses and prior period operating results have not been
restated.
The news release includes certain financial measures that are
calculated in a manner different from generally accepted
accounting principles (GAAP) and are considered non-GAAP
financial measures under United States Securities and Exchange
Commission rules. Non-GAAP financial measures for the three
months ended March 31, 2005 included in the news release are: (1)
pro forma net income and pro forma net income per share (basic
and diluted), exclusive of Stock Option Expense and (2) research
and development expenses, general and administrative expenses,
and contract manufacturing expenses, all exclusive of Stock
Option Expense. Our management does not intend that the
presentation of non-GAAP financial measures be considered in
isolation or as a substitute for results prepared in accordance
with GAAP.
Our management believes that the non-GAAP financial measures
described above present helpful information to investors and
other users of Regeneron's financial statements by providing
greater transparency about the nature of and trends in our
operating expenses and net income and a more useful basis for
comparing our operating results in the first quarters of 2005 and
2004. In addition, Regeneron's management uses non-GAAP financial
measures which exclude Stock Option Expense internally for
operating, budgeting, and financial planning purposes. The news
release includes tables which provide a reconciliation of the
differences between these non-GAAP financial measures and the
most directly comparable financial measures calculated and
presented in accordance with GAAP in the news release.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99(a) Press Release of Regeneron Pharmaceuticals,
Inc. dated April 28, 2005.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REGENERON PHARMACEUTICALS, INC.
Dated: April 28, 2005 By: /s/ Stuart Kolinski
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Stuart Kolinski
Vice President and General
Counsel
Exhibit Index
Number Description
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99(a) Press Release of Regeneron Pharmaceuticals, Inc. dated
April 28, 2005.