FORM 8-K
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 2, 2008
SCHERING-PLOUGH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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New Jersey
(State or Other Jurisdiction
of Incorporation)
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1-6571
(Commission
File Number)
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22-1918501
(IRS Employer
Identification No.) |
2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (908) 298-4000
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))
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TABLE OF CONTENTS
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| Item 2.05 Costs
Associated with Exit or Disposal Activities |
On
April 2, 2008, Schering-Plough announced a major new program, the Productivity Transformation
Program, designed to reduce and avoid costs and increase productivity. This program will target
reducing costs by $1.5 billion on an annualized basis by 2012. A substantial amount of these cost
reductions are anticipated to be accomplished by the end of 2010. (A press release dated April 2,
2008, titled “Schering-Plough Launches Productivity Transformation Program To Confront New
Challenges,” is attached as Exhibit 99.1). The $1.5 billion goal includes previously announced
synergy targets of $500 million in connection with the integration of Organon BioSciences.
The design of this program is currently being
finalized and is expected to include the following
components: headcount reductions and consolidation of management functions (including eliminating a
target of 10 percent of
overall headcount), product and R&D project re-sizing,
procurement savings, streamlining of
manufacturing and manufacturing productivity improvements. The manufacturing streamlining actions
will be targeted for the later stages of the program.
The goal of this program is to create a leaner, stronger company to allow Schering-Plough to
produce long-term high performance in the current pharmaceutical industry environment, especially
in the United States. The current environment includes a political environment that is increasingly
discouraging to pharmaceutical innovation; a societal and regulatory environment where the
tolerance of risk is quite low and is not in balance with the pressure for new drugs to meet unmet
medical needs; and specifically to Schering-Plough, the anticipated lower
sales of the Merck/Schering-Plough cholesterol joint venture products VYTORIN and ZETIA in the
United States.
DISCLOSURE NOTICE: The information in this 8-K and the press release attached as Exhibit 99.1 and
other written and oral statements made from time to time by the company may contain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements do not relate strictly to historical or current facts and are
based on current expectations or forecasts of future events. You can identify these
forward-looking statements by their use of words such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other
similar words and terms. In particular, forward-looking statements include statements relating to
the company’s plans; its strategies; its progress under the Action Agenda and anticipated timing
regarding future performance of the Action Agenda; business prospects; anticipated growth;
expected cost reductions and synergies related to the Productivity Transformation Program and the Organon BioSciences
acquisition; prospective products or product approvals; trends in performance; anticipated timing
of clinical trials and its impact on R&D spending; anticipated exclusivity periods; actions to
enhance clinical, R&D, manufacturing and post-marketing systems; and the potential of certain
products including VYTORIN and ZETIA and trending in the cholesterol market. Actual results may
vary materially from the company’s forward-looking statements, and there are no guarantees about
the performance of Schering-Plough stock or Schering-Plough’s business. Schering-Plough does not
assume the obligation to update any forward-looking statement. A number of risks and
uncertainties could cause results to differ materially from forward-looking statements, including,
among other uncertainties, market viability of the company’s (and the cholesterol joint venture’s)
marketed and pipeline products; market forces; economic factors such as interest rate and exchange
rate fluctuations; the outcome of contingencies such as litigation and investigations including
litigation and investigations relating to the ENHANCE clinical trial; product availability; patent
and other intellectual property protection; current and future branded, generic or
over-the-counter competition; the regulatory process (including product approvals, labeling and
post-marketing actions); scientific developments relating to marketed products or pipeline
projects; and media and societal reaction to such developments. For further details of these and
other risks and uncertainties that may impact forward-looking statements, see Schering-Plough’s
Securities and Exchange Commission filings, including Part I, Item 1A of the company’s 10-KA filed
March 3, 2008.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release dated April 2, 2008 titled “Schering-Plough Launches Productivity
Transformation Program to Confront New Challenges” |
SIGNATURES
Pursuant to the requirements 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.
Schering-Plough Corporation
By: /s/ Steven H. Koehler
Steven H. Koehler
Vice President and Controller
Date:
April 4, 2008
EXHIBIT INDEX
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| Exhibit |
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Description |
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99.1 |
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Press Release dated April 2, 2008 titled “Schering-Plough Launches Productivity
Transformation Program to Confront New Challenges” |