forest10ka2008.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

___________________

FORM 10-K/A
Amendment No. 1

(Mark one)

x 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2008

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____ to _____

Commission File No. 1-5438

FOREST LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  
11-1798614
(I.R.S. Employer
Identification Number)
     
909 Third Avenue
New York, New York
(Address of principal executive offices)
  
10022-4731
(Zip code)

(212) 421-7850
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the act:

 
Title of each class
  
Name of each exchange
   on which registered   
 
Common Stock, $.10 par value
  
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the act:

None

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes    X      No        .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes           No    X   .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   X      No       .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the Proxy Statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.         ..

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
   
(Do not check if a smaller reporting company)
  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes           No    X   .

The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2007 was $11,637,003,638.

Number of shares outstanding of the registrant's Common Stock as of May 29, 2008: 304,758,195.


The following documents are incorporated by reference herein:

Portions of the definitive proxy statement to be filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 in connection with the 2008 Annual Meeting of Stockholders of registrant have been incorporated by reference into Part III of this Report.

Portions of the registrant's Annual Report to Stockholders for the fiscal year ended March 31, 2008 have been incorporated by reference into Parts II and IV of this Report.
_________________


 

 
TABLE OF CONTENTS
 
 
Explanatory Note
SIGNATURES
PART IV
Exhibits
SIGNATURES
 

Explanatory Statement

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2008 is being filed solely to include the signature of the registrant in the Annual Report as filed by Forest Laboratories, Inc. with the Securities and Exchange Commission on May 30, 2008 (the “Original Filing”).  This Form 10-K/A does not modify or update any other disclosures set forth in the Original Filing.



SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, Forest has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  May 30, 2008

 
FOREST LABORATORIES, INC.
By:   /s/Howard Solomon       
       Howard Solomon,
       Chairman of the Board,
       Chief Executive Officer
       and Director
 

 

PART IV
3.  
Exhibits.

 
 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  May 18, 2009

 
FOREST LABORATORIES, INC.
By:   /s/Howard Solomon       
       Howard Solomon,
       Chairman of the Board,
       Chief Executive Officer
       and Director
 

 
 
Exhibit 31.1
 
 
CERTIFICATION
 
I, Howard Solomon, certify that:

 
1.
I have reviewed this amendment to Forest Laboratories, Inc. Annual Report on Form 10-K; and

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


Date: May 18, 2009

/s/ Howard Solomon        
Howard Solomon
Chairman of the Board,
Chief Executive Officer
and Director
 
 
Exhibit 31.2
 
 
CERTIFICATION
 
I, Francis I. Perier, Jr., certify that:

 
1.
I have reviewed this amendment to Forest Laboratories, Inc. Annual Report on Form 10-K; and

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 18, 2009

/s/ Francis I. Perier, Jr.         
Francis I. Perier, Jr.
Senior Vice President - Finance and
Chief Financial Officer