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): December 6, 2001 (December 5, 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 December 5, 2001 99.2 Certain pages from the Offer to Purchase on Schedule TO filed by Endo Pharmaceuticals Holdings Inc. on December 5, 2001 with the Securities and Exchange Commission Item 9. Regulation FD Disclosure. On December 5, 2001, the Registrant commenced a self tender offer to purchase up to 13,500,000 of its outstanding Class A Transferable Warrants (Nasdaq: ENDPW) and any and all of its outstanding Class B Non-Transferable Warrants. The Registrant is offering to purchase the Warrants at a purchase price of $0.75 per Warrant. The offer is scheduled to expire at 12:00 midnight, New York City time, on January 14, 2002, unless the Company elects to extend the offer. The offer is subject to various conditions described in the Offer to Purchase. In connection with the offer, the Registrant issued a press release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. In addition, filed herewith as Exhibit 99.2, and incorporated herein by reference, are certain pages of the Offer to Purchase. 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: December 6, 2001 INDEX TO EXHIBITS Exhibit No. Description 99.1 Press release issued by Endo Pharmaceuticals Holdings Inc. on December 5, 2001 99.2 Certain pages from the Offer to Purchase on Schedule TO filed by Endo Pharmaceuticals Holdings Inc. on December 5, 2001 with the Securities and Exchange Commission