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):

March 21, 2006 (March 21, 2006)

 

ENDO PHARMACEUTICALS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

(610) 558-9800

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2 below):

 

o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o                     Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01  Regulation FD Disclosure

 

On March 21, 2006, the Registrant entered into an underwriting agreement related to the sale by selling stockholders of 10,510,108 shares of common stock pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-131115). The Registrant has revised its Base Prospectus and filed such prospectus and a Preliminary Prospectus Supplement on March 21, 2006, which forms a part of and is incorporated into such registration statement, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

Exhibit Number		Description
99.1		Preliminary Prospectus Supplement and Base Prospectus of Endo Pharmaceuticals Holdings Inc., dated March 21, 2006.

 

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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/ Caroline B. Manogue
		Name:	Caroline B. Manogue
		Title:	Executive Vice President, Chief Legal Officer & Secretary

 

 

Dated:  March 21, 2006

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
99.1		Preliminary Prospectus Supplement and Base Prospectus of Endo Pharmaceuticals Holdings Inc., dated March 21, 2006.

 

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