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): November 20, 2001 (November 19, 2001) ENDO PHARMACEUTICALS HOLDINGS INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 39040 13-4022871 ------------------------------------------------------------------------------ (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 100 Painters Drive Chadds Ford, Pennsylvania 19317 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (610) 558-9800 ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) N/A ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description 99.1 Press release issued by Endo Pharmaceuticals Holdings Inc. on November 19, 2001 Item 9. Regulation FD Disclosure. On November 19, 2001, the Registrant issued a press release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. 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. ENDO PHARMACEUTICALS HOLDINGS INC. (Registrant) By: /s/ CAROL A. AMMON ------------------------------------- Name: Carol A. Ammon Title: President & Chief Executive Officer Dated: November 20, 2001 INDEX TO EXHIBITS Exhibit No. Description 99.1 Press release issued by Endo Pharmaceuticals Holdings Inc. on November 19, 2001 Exhibit 99.1 Contact: Robert Siegfried/Jeremy Fielding Kekst and Company 212-521-4800 ENDO PHARMACEUTICALS ANNOUNCES CLOSING OF OVER-ALLOTMENT SHARES Chadds Ford, PA, November 19, 2001 - Endo Pharmaceuticals Holdings Inc. (NASDAQ: ENDP and ENDPW) announced today that it had closed the sale of an additional 1,525,000 shares of common stock, at $8.00 per share, issued by the Company in connection with the exercise by the underwriters in the Company's recent public offering of their over-allotment option. The recent public offering was underwritten through an underwriting syndicate led by JP Morgan and Salomon Smith Barney, together with co-managers, SG Cowen and Wachovia Securities. Including the shares issued today, a total of 12,925,000 shares common stock were issued and sold by the Company in this transaction. Endo, through its wholly owned subsidiaries Endo Pharmaceuticals Inc. and Endo Inc., is a fully integrated specialty pharmaceutical company with market leadership in pain management. The company is engaged in the research, development, sales and marketing of both branded and generic pharmaceutical products primarily for the treatment of pain. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities. A Prospectus relating to these securities may be obtained from JP Morgan at 60 Wall Street, New York, NY 10260 or Salomon Smith Barney at 388 Greenwich Street, 32nd Floor, New York, NY 10013. ###