================================================================================ UNITED STATES 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): October 29, 2003 BENTLEY PHARMACEUTICALS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10581 59-1513162 --------- -------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) Bentley Park; 2 Holland Way; Exeter, New Hampshire 03833 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (603) 658-6100 -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------ ------------------------------------------------------------------ (c) Exhibits: 99.1 Press Release of the Registrant dated October 29, 2003. Item 12. Results of Operations and Financial Condition. ------- ---------------------------------------------- On October 29, 2003, Bentley Pharmaceuticals, Inc. (the "Registrant") issued the press release attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1 reporting its financial results for the three and nine months ended September 30, 2003, which is incorporated herein by reference. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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 thereunto duly authorized. BENTLEY PHARMACEUTICALS, INC. Date: October 29, 2003 By: /s/ MICHAEL D. PRICE -------------------- Michael D. Price Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release of the Registrant dated October 29, 2003.