e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-13305
A. Full title of the plan and address of the plan, if different from that of the issuer named
below:
WATSON LABORATORIES CARIBE, INC.
1165(e) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
WATSON PHARMACEUTICALS, INC.
311 Bonnie Circle
Corona, CA 92880
Watson Laboratories Caribe, Inc.
1165(e) Plan
Index to Financial Statements
and Supplemental Schedule
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1 |
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Financial Statements: |
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2 |
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3 |
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4 |
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Supplemental Schedule*: |
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10 |
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11 |
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12 |
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* All other schedules required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and the Employee Benefit Plans Committee
for the Watson Laboratories Caribe, Inc. 1165(e) Plan:
We have audited the accompanying statements of net assets available for benefits of the Watson
Laboratories Caribe, Inc. 1165(e) Plan (the Plan) as of December 31, 2007, and 2006, and the
related statement of changes in net assets available for benefits for each of the years in the two
year period ended December 31, 2007. These financial statements are the responsibility of the
Plan’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for benefits for each of the years in the two year period ended
December 31, 2007, in conformity with accounting principles generally accepted in the United States
of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) at December 31, 2007 is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As further discussed in Notes 1 and 6 to the financial statements, the Employee Benefits Plan
Committee voted on February 6, 2007 to terminate the Plan. In accordance with accounting
principles generally accepted in the United States of America, the financial statements have been
prepared on the liquidation basis of accounting.
/s/ Moss Adams LLP
Orange County, California
June 30, 2008
1
Watson Laboratories Caribe, Inc., 1165(e) Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets |
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Cash and cash equivalents |
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$ |
29,621 |
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$ |
54,433 |
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Investments |
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Investments, at fair value |
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530,248 |
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3,337,603 |
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Loans to participants |
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10,480 |
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225,145 |
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Total investments |
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570,349 |
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3,617,181 |
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Receivable |
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Company |
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— |
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3,189 |
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Participant |
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— |
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7,375 |
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Total contributions receivable |
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— |
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10,564 |
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Liabilities |
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Miscellaneous payables |
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5,759 |
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17,660 |
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Total liabilities |
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5,759 |
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17,660 |
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Net assets available for benefits |
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$ |
564,590 |
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$ |
3,610,085 |
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See accompanying Notes to Financial Statements.
2
Watson Laboratories Caribe, Inc., 1165(e) Plan
Statement of Changes in Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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| Additions to net assets |
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Investment income |
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Interest and dividend income |
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$ |
50,289 |
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$ |
145,291 |
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Net appreciation in fair value of investments |
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131,293 |
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339,774 |
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Total investment income |
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181,582 |
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485,065 |
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Contributions |
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Company |
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22,999 |
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206,673 |
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Participant |
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50,934 |
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432,590 |
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Other |
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25,905 |
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— |
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Total contributions |
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99,838 |
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639,263 |
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Total additions |
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281,420 |
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1,124,328 |
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Deductions from net assets |
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Benefits paid to participants |
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(3,326,915 |
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(2,864,921 |
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Total deductions |
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(3,326,915 |
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(2,864,921 |
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Net decrease |
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(3,045,495 |
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(1,740,593 |
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Net assets available for benefits |
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Beginning of year |
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3,610,085 |
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5,350,678 |
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End of year |
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$ |
564,590 |
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$ |
3,610,085 |
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See accompanying Notes to Financial Statements.
3
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
| 1. |
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Description of Plan |
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The following description of the Watson Laboratories Caribe, Inc., 1165(e) Plan (the “Plan”)
provides only general information. Participants should refer to the Plan agreement for a
more complete description of the Plan’s provisions. Through August 28, 2000, Danbury
Pharmacal Puerto Rico, Inc. was an indirectly owned subsidiary of Schein Pharmaceutical, Inc.
On August 28, 2000, Watson Pharmaceuticals, Inc. (the “Company”) acquired all of the
outstanding stock of Schein Pharmaceutical, Inc. |
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In October 2005, the Company announced the planned closure of the Puerto Rico facility during
2007. Effective June 30, 2006, a group of employees at the Puerto Rico site were laid off
with subsequent layoffs occurring through 2007 until the final layoff on March 30, 2007. The
Employee Benefit Plans Committee of the Plan (the “Plans Committee”) approved the termination
of the Plan concurrent with the Puerto Rico site closure effective March 30, 2007, and on
October 2, 2007 filed for a final favorable determination letter with the Puerto Rico
Treasury Department. The Puerto Rico Treasury Department issued a final favorable
determination letter on March 17, 2008. The Plan balance decreased significantly as a result
of these events. The remaining net assets will be distributed to participants in a lump-sum
payment or rollover beginning in July 2008. |
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General |
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The Plan is a defined contribution plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (“ERISA”) and is administered by the Plans Committee. Eligible
employees are those employees of Watson Laboratories Caribe, Inc. (formerly Danbury Pharmacal
Puerto Rico, Inc.) at the date of hire. |
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The Plan and related trust are designed to operate under Section 1165(a), (e) and (g) of the
Puerto Rico Income Tax Act of 1954. Under the Internal Revenue Code (“IRC”), participants
are not liable for federal income taxes on employee contributions, Company contributions, or
Plan earnings thereon until such time as they are partially or completely withdrawn from the
Plan. |
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Vesting |
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Participant contributions and related earnings are fully vested immediately. Participants
hired on or after January 1, 2004 vest in Company contributions at a rate of 33 1/3% each
year until fully vested after three years. Participants hired prior to January 1, 2004 are
immediately vested in Company contributions. Benefits attributable to each participant will
become fully vested in all accounts in the event of death, disability, normal retirement age
of 65, or the complete or partial termination of the Plan. |
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Contributions |
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Participants may elect to contribute from 1% to 10% of their total eligible compensation to
the Plan, subject to a maximum dollar limitation as defined by the IRC. Participants may
also make rollover contributions from other qualified plans. |
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The Company contributes 50% of the first 8% of total eligible compensation that a participant
contributes to the Plan. In addition to these matching contributions, the Company may elect
to make discretionary profit sharing contributions. The Company did not make any
discretionary profit sharing contributions during the years ended December 31, 2007 and 2006. |
4
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
Participant Accounts
Each participant’s account is credited with (a) participant contributions, (b) Company
matching contributions, (c) discretionary profit-sharing contributions, if any, and (d) an
allocation of Plan earnings or losses thereon to the participant’s account in the same
proportion as the participant’s beginning account balance invested in the fund (as defined in
the Plan) in relation to the total fund balance. Loan interest is credited to the investment
funds of the participant making the payment. The benefit to which a participant is entitled
is the benefit that can be provided from the participant’s vested account. Participants
direct the investment of their accounts. Changes to these investment elections are allowed at
anytime.
Investment Options
The investment fund options for the years ended December 31, 2007 and 2006 consist of various
mutual funds and a Company stock fund, which are generally described below:
Ariel Appreciation Fund
The fund invests primarily in the stocks of medium-sized companies with market capitalization
generally between $2.5 billion and $15 billion. The fund seeks socially responsible,
undervalued companies.
Columbia Small Cap Fund
The fund invests primarily in stocks of companies that have market capitalization similar in
size to those in the Russell 2000 Index.
Federated Government Obligations
The fund invests in U.S. Treasury’s government agency securities and repurchase agreements
backed by government securities.
Federated Kaufman Fund
The fund invests principally in stocks of companies that are reasonably priced and exhibit
positive growth.
Franklin Templeton Foreign Fund
The fund seeks long-term capital growth by investing at least 80% of its assets in securities
of companies outside the United States.
Lord Abbett Mid-Cap Fund
The fund seeks long-term capital appreciation by investing in stocks of medium-sized
companies believed to be undervalued in the marketplace.
Allianz OCC Value Fund
The fund invests in securities within the large-cap arena that are trading at a significant
discount to their “intrinsic value” based on their current financial situation and future
prospects.
PIMCO Total Return Fund Administrative Class (“PIMCO Fund”)
The fund invests in corporate bonds, U.S. government bonds and money market instruments.
T. Rowe Price Growth Stock Fund
The fund invests at least 80% of assets in the common stocks of a diversified group of growth
companies.
5
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
Watson Pharmaceuticals Company Stock Fund (“Company Stock Fund”)
Through August 28, 2000, Plan participants could elect to contribute up to 10% of their
contributions in the Company Stock Fund. This fund invested in common stock of Schein
Pharmaceutical, Inc. Effective August 28, 2000, all common stock of Schein Pharmaceutical,
Inc. was converted into common stock of Watson Pharmaceuticals, Inc. and thereafter,
contributions in the Company Stock Fund have been invested in the common stock of Watson
Pharmaceuticals, Inc.
Participant Loans
Participants may borrow a minimum of $250 and a maximum equal to the lesser of $50,000 or 50%
of the participant’s vested account balance. Each loan is collateralized by the
participant’s vested account balance and bears interest commensurate with local prevailing
rates as determined by the Plan’s Administration Committee. Repayment of principal and
interest is provided by uniform payroll deductions over a period of up to five years for all
loans unless loan proceeds were used to purchase a primary residence. The maximum repayment
period for loans used to purchase a primary residence is determined by reference to bank
loans for the same purpose.
Payment of Benefits
Upon termination of employment, benefits are paid in the form of an annuity, periodic
payments over a period of no more than ten years or a lump-sum amount equal to the value of
the participant’s vested interest in his or her account. Certain participants, pursuant to
the qualifications set forth in the Plan agreement, may elect to have his or her vested
interest transferred to an Individual Retirement Account or another employer qualified plan.
Withdrawals are also permitted for financial hardship, which is determined pursuant to the
provisions of the IRC, and for a participant’s vested account balance after age 59 1/2.
Forfeitures
Nonvested Company contributions are forfeited upon termination of employment. These amounts
are allocated to each participant’s accounts based upon the relation of the participant’s
compensation to total compensation for the Plan year. On September 1, 2006, the Plan
allocated forfeitures in the amount of $88,800 to the account of each current participant and
former participant (provided they still had an account balance in the Plan). In May 2007,
the Plan allocated forfeitures in the amount of $77,400 to the account of each current
participant and former participant. As of December 31, 2007 and 2006, unallocated
forfeitures totaled approximately $0 and $77,400, respectively.
Administrative Expenses
The Company pays all administrative expenses on behalf of the Plan. Such expenses amounted
to $36,300 and $60,800 for the years ended December 31, 2007 and 2006, respectively.
Plan Termination
The Company has the right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts and the net assets of the Plan will be
allocated among the participants or their beneficiaries, after payment of any expenses
properly chargeable to the Plan, in accordance with the provisions of ERISA. The Plans
Committee approved the termination of the Plan concurrent with the March 30, 2007 Puerto Rico
site closure. Refer to “Note 6. Subsequent Events” for additional information related to the
termination of the Plan.
6
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
| 2. |
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Summary of Significant Accounting Policies |
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Basis of Accounting
The financial statements of the Plan have been prepared on the liquidation basis of
accounting in conformity with accounting principles generally accepted in the United States
of America (“GAAP”). Refer to “Note 1. Description of Plan” and “Note 6. Subsequent Events”
for additional information related to the termination of the Plan. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions to net assets in the statement of changes in
net assets available for benefits during the reporting period. Actual results could differ
from those estimates. |
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Risks and Uncertainties |
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The Plan provides for various investment options in any combination of investment securities.
Investment securities are exposed to various risks, including interest rate risk, market
risk and credit risk. Due to the level of risk associated with certain investment securities
and the level of uncertainty related to changes in the value of investment securities, it is
at least reasonably possible that changes in risks in the near term would materially affect
participants’ account balances and the amounts reported in the statements of net assets
available for benefits and the statement of changes in net assets available for benefits. |
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Investment Valuation and Income Recognition |
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The Plan’s investments are stated at fair value which approximates liquidation value. If
available, quoted market prices are used to value investments. |
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Shares of registered investment company funds are valued at the net asset value of shares
held by the Plan at year end. Shares of common stock are valued at quoted market prices.
Loans to participants are valued at their outstanding balances, which approximates fair
value. |
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Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date. |
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The net appreciation in fair value of investments consists of both the realized gains or
losses and unrealized appreciation and depreciation of those investments. |
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Payment of Benefits |
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Payments to participants are recorded when paid. |
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Reclassifications |
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Certain reclassifications have been made to the 2006 financial statements to conform to the
2007 financial statement presentation. |
7
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
| 3. |
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Investments |
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The following presents investments that represent 5% or more of the Plan’s net assets at
December 31,: |
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2007 |
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2006 |
Federated Government Obligations |
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$ |
230,691 |
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$ |
925,112 |
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Allianz Occ Value Fund |
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102,570 |
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1,026,305 |
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PIMCO — Total Return Fund Administrative Class |
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74,670 |
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319,980 |
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Federated Kaufman Fund |
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65,937 |
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618,804 |
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BPPR Time deposit Open Account |
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29,620 |
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* |
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Franklin Templeton Foregin Fund |
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29,231 |
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303,918 |
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Participant loans |
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* |
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225,145 |
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| * |
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Investment was less than 5% of the Plan’s net assets at year-end. |
For the years ended December 31, 2007 and 2006, the Plan’s investments (including realized
gains and losses on investments bought and sold and unrealized appreciation and depreciation
on investments held during the year) increased (decreased) in fair value as follows:
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2007 |
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2006 |
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Mutual Fund |
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$ |
132,411 |
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$ |
357,172 |
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Company common stock |
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(1,118 |
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(17,398 |
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Net appreciation in fair value of investments |
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$ |
131,293 |
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$ |
339,774 |
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| 4. |
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Party-In-Interest-Transactions |
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Plan assets include investments in funds managed by Trust Division of Banco Popular de Puerto
Rico, is a wholly-owned subsidiary of Popular, Inc. Banco Popular de Puerto Rico is the
Plan’s trustee and custodian, and, therefore, these transactions qualify as party-in-interest
transactions. |
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The Plan held Company common stock with fair values of $13,000 and $44,000 at December 31,
2007 and 2006, respectively. At December 31, 2007 and 2006, 479 and 1,684 shares of common
stock are included in the Company Stock Fund, respectively. The Plan made purchases and
sales of the Company Stock Fund during 2007 and 2006. |
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| 5. |
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Tax Status |
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The Plan has adopted the Banco Popular de Puerto Rico master plan agreement which has been
previously determined by the IRS to be in accordance with the applicable requirement of the
IRC. |
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| 6. |
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Subsequent Event |
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The Employee Benefit Plans Committee approved the termination of the Plan concurrent with the
Puerto Rico site closure effective March 30, 2007, and on October 2, 2007 filed for a final
favorable determination letter with the Puerto Rico Treasury Department. The Puerto Rico |
8
Watson Laboratories Caribe, Inc., 1165(e) Plan
Notes to Financial Statements
December 31, 2007 and 2006
Treasury Department issued a final favorable determination letter on March 17, 2008. The
net assets will be distributed to participants in a lump-sum payment or rollover.
The settlement of a short-term trading lawsuit filed by the Securities and Exchange Commission
against Pilgrim Baxter & Associates, Ltd. for transactions in PBHG mutual funds conducted from June
1998 through December 2001 resulted in a restitution payment to the Plan of $21,346 on September
12, 2007. The payment is being allocated in 2008 on a pro-rated basis to applicable plan
participants.
9
Watson Laboratories Caribe, Inc., 1165(e) Plan
EIN: 52-1760757 PN:001
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007
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(b) Identity of issuer, |
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(c) Description of investment including |
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borrower, lessor or |
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maturity date, rate of interest, |
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(e) Current |
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similar party |
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collateral, par or maturity value |
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(d) Cost** |
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Value |
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| Common stock: |
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| * |
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Watson
Pharmaceuticals,
Inc. |
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Watson Pharmaceuticals Company Stock Fund |
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$ |
13,000 |
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| Time deposit and interest bearing cash: |
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| * |
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Banco Popular de
Puerto Rico BPPR
Time Deposit
Open
Account |
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29,621 |
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| Mutual funds: |
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Bond funds: |
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Federated |
|
Federated Government Obligations |
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230,690 |
|
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PIMCO |
|
PIMCO Total Return Fund Administrative Class |
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74,670 |
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Ariel |
|
Ariel Appreciation Fund |
|
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|
828 |
|
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Allianz |
|
Allianz Occ Value Fund |
|
|
|
|
|
|
102,570 |
|
| |
|
Federated |
|
Federated Kaufman Fund |
|
|
|
|
|
|
65,937 |
|
| |
|
Franklin Templeton |
|
Franklin Templeton Foreign Fund |
|
|
|
|
|
|
29,231 |
|
| |
|
T. Rowe Price |
|
T. Rowe Price Growth Stock Fund |
|
|
|
|
|
|
13,322 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
517,248 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other: |
|
|
|
|
|
|
|
|
|
|
| * |
|
Participant Loans |
|
Varying maturity dates, interest ranging from 5% to 9.25% per annum |
|
|
|
|
|
|
10,480 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
$ |
570,349 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Party-in-interest for which a statutory exemption exists. |
| |
| ** |
|
Cost information may be omitted with respect to participant directed investments. |
Under ERISA, an asset held for investment purposes is any amount held by the Plan on the last day
of the Plan’s fiscal year.
10
Watson Laboratories Caribe, Inc.
1165(e) Plan
Signatures
The Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
|
|
| |
|
Watson Laboratories Caribe, Inc., 1165 (e) Plan
By: WATSON PHARMACEUTICALS, INC. as plan administrator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Susan Skara
|
|
|
|
|
|
|
|
|
Susan Skara |
|
|
|
|
|
|
|
|
Chairman, Employee Benefit Plans Committee |
|
|
Dated:
June 30, 2008
11
Index
to Exhibits
| |
|
|
| Exhibit Number |
|
Description |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
12