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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended March 31, 2005
 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. 1-9114
 MYLAN LABORATORIES INC.
  Pennsylvania
(State of Incorporation)
    
    25-1211621
(IRS Employer Identification No.)
 1500 Corporate Drive, Canonsburg, Pennsylvania 15317
(724) 514-1800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class:
    
    Name of Each Exchange on Which Registered:Common Stock, par value $0.50 per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 þ o
 o
 þ o




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EXPLANATORY NOTE




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MYLAN LABORATORIES INC.
 INDEX TO FORM 10-K
For the Fiscal Year Ended March 31, 2005
 PagePART IIIITEM 10. Directors and Executive Officers of the Registrant
    
    
    1ITEM 11. Executive Compensation
    
    
    5ITEM 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    9ITEM 13. Certain Relationships and Related Transactions
    
    
    10ITEM 14. Principal Accounting Fees and Services
    
    
    10Signatures
    
    
    12EX-31.1EX-31.2




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PART III
 
 ITEM 10. Directors and Executive Officers of the Registrant
 Directors
  Principal Occupation and Business Experience;
    
    DirectorNominee
    
    Other Directorships
    
    SinceMilan Puskar
Age 70
    
    Chairman of the Board of Mylan (since 1993); CEO of
Mylan (1993-2002); President of Mylan (1976-2000);
Vice Chairman of Mylan (1980-1993); Vice President
and General Manager of the Cincinnati division of
ICN Pharmaceuticals Inc., a specialty pharmaceutical
company now known as Valeant Pharmaceuticals
International (1972-1975); various positions with
Mylan Pharmaceuticals Inc., now a wholly-owned
subsidiary of the Company, including
Secretary-Treasurer and Executive Vice President
(1961-1972); Director of Centra Bank, Inc.
    
    
    1976Robert J. Coury
Age 44
    
    Vice Chairman of the Board of Mylan (since March
2002) and Chief Executive Officer of Mylan (since
September 2002); founder, Chief Executive Officer
and principal owner of Coury Consulting, L.P., a
Pittsburgh, Pennsylvania corporate advisory firm
(1989-2002).
    
    
    2002Wendy Cameron
Age 46
    
    Director and Co-Owner of Cam Land LLC, a harness
racing business in Washington, Pennsylvania (since
January 2003); Vice President, Divisional Sales &
Governmental Affairs, Cameron Coca-Cola Bottling
Company, Inc. (1981-1998).
    
    
    2002Laurence S. DeLynn
Age 80
    
    Retired Consultant; Director of Monongahela Hospital
Foundation and a Director of Wellness Community -
Southwest Florida.
    
    
    1975Douglas J. Leech,
C.P.A.*
Age 50
    
    Chairman, President and Chief Executive Officer of
Centra Bank, Inc. and Centra Financial Holdings,
Inc. (since 1999); former Chief Executive Officer
and President of Huntington Banks West Virginia.
    
    
    2000Joseph C. Maroon, M.D.
Age 65
    
    Professor, Heindl Scholar in Neuroscience, and Vice
Chairman of the Department of Neurosurgery,
University of Pittsburgh Medical Center (UPMC) and
other positions at UPMC (since 1998).
    
    
    2003Rod Piatt, C.P.A.
Age 52
    
    President and owner of Horizon Properties, a real
estate and development company (1996-present);
President of Corporate Drive Associates Inc.
(2000-2003); Vice Chairman of Community Bank N.A., a
publicly-held national bank in Carmichaels,
Pennsylvania.
    
    
    2004C.B. Todd
Age 71
    
    Retired; President and Chief Operating Officer of
Mylan (2001-2002); positions with Mylan in various
capacities from 1970 until his initial retirement in
1999, including Senior Vice President (1987-1999),
President, Mylan Pharmaceuticals (1991-1999), Senior
Vice President, Mylan Pharmaceuticals (1987-1991)
and Vice President-Quality Control, Mylan
Pharmaceuticals (1978-1987).
    
    
    1993Randall L.
Vanderveen, Ph.D.,
R.Ph.

Age 54
    
    Dean of the School of Pharmacy and Graduate School
of Pharmaceutical Science and Professor of Pharmacy
at Duquesne University, Pittsburgh, Pennsylvania
(since 1998); Assistant Dean and Associate Professor
at Oregon State University, Portland, Oregon
(1988-1998). Member, Board of Directors, National
Institute on Pharmaceutical Technology and Education.
    
    
    2002
 
 *
    
    This and all other C.P.A. distinctions refer to inactive status.




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Executive Officers
  Robert J. Coury
    
    
    44
    
    
    Vice Chairman and Chief Executive OfficerEdward J. Borkowski, C.P.A.
    
    
    45
    
    
    Chief Financial OfficerLouis J. DeBone
    
    
    59
    
    
    President and Chief Operating OfficerMark W. Fitch
    
    
    56
    
    
    Vice President, Manufacturing Operations and Executive
Vice President-Operations, Mylan Pharmaceuticals Inc.Roger L. Foster, Esq.
    
    
    58
    
    
    Senior Vice President, General Counsel and Corporate
SecretarySharad K. Govil, Ph.D.
    
    
    49
    
    
    Vice President; and President, Mylan Technologies Inc.David L. Kennedy, Esq.
    
    
    51
    
    
    Vice President of Corporate TaxationHarry A. Korman
    
    
    47
    
    
    Vice President; and President, Mylan Pharmaceuticals, Inc.Michael Marquard
    
    
    56
    
    
    Vice President; and President, Mylan Bertek
Pharmaceuticals Inc.John P. ODonnell, Ph.D.
    
    
    58
    
    
    Chief Scientific OfficerFrank R. Sisto
    
    
    55
    
    
    Vice President of Regulatory AffairsGary E. Sphar, C.P.A.
    
    
    50
    
    
    Vice President and Corporate ControllerDavid B. Springgate
    
    
    44
    
    
    Vice President of Information TechnologyPatricia Sunseri
    
    
    65
    
    
    Senior Vice PresidentCollette Taylor, Esq.
    
    

    41
    
    
    Vice President of Human ResourcesStuart A. Williams, Esq.
    
    
    50
    
    
    Chief Legal Officer
       2




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3




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Audit Committee and Audit Committee Financial Expert
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  4




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ITEM 11. Executive Compensation
 Summary Compensation Table
  Annual Compensation
    
    
    Long-Term CompensationRestricted
    
    
    SecuritiesFiscal
    
    
    
    
    
    
    
    
    
    
    Other Annual
    
    
    Stock
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Awards (1)
    
    
    Options
    
    
    Compensation (2)Robert J. Coury
    
    
    2005
    
    
    $
    1,300,000
    
    
    $
    1,300,000
    
    
    $
    213,184
    (4)
    
    
    
    
    
    
    
    
    
    $
    28,972Vice Chairman and
    
    
    2004
    
    
    $
    1,100,008
    
    
    $
    2,000,000
    
    
    
    
    
    
    $
    6,150,375
    
    
    
    
    
    
    $
    27,220Chief Executive Officer
    
    
    2003
    
    
    $
    623,100
    (3)
    
    $
    1,800,000
    
    
    $
    58,608
    (5)
    
    
    
    
    
    
    1,350,000
    
    
    $
    10,800Edward J. Borkowski, C.P.A.
    
    
    2005
    
    
    $
    343,470
    
    
    $
    400,000
    
    
    $
    78,015
    (4)
    
    
    
    
    
    
    
    
    
    $
    28,473Chief Financial Officer
    
    
    2004
    
    
    $
    325,000
    
    
    $

    350,000
    
    
    
    
    
    
    $
    1,118,250
    
    
    
    
    
    
    $
    24,9202003
    
    
    $
    300,000
    
    
    $
    300,000
    
    
    $
    176,242
    (6)
    
    
    
    
    
    
    
    
    
    $
    10,983Louis J. DeBone
    
    
    2005
    
    
    $
    750,048
    
    
    $
    650,000
    
    
    $
    63,055
    (4)
    
    
    
    
    
    
    
    
    
    $
    20,572President and
    
    
    2004
    
    
    $
    600,028
    
    
    $
    625,000
    
    
    
    
    
    
    $
    2,236,500
    
    
    
    
    
    
    $
    19,320Chief Operating Officer
    
    
    2003
    
    
    $
    462,000
    
    
    $
    625,000
    
    
    
    
    
    
    
    
    
    
    
    675,000
    
    
    $
    18,800John P. ODonnell, Ph.D.
    
    
    2005
    
    
    $
    386,953
    
    
    $
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,087Chief Scientific Officer
    
    
    2004
    
    
    $
    350,012
    
    
    $
    375,000
    
    
    
    
    
    
    $
    1,118,250
    
    
    
    
    
    
    $
    24,1202003
    
    
    $
    350,000
    
    
    $
    350,000
    
    
    
    
    
    
    
    
    
    
    
    450,000
    
    
    $
    23,100Stuart A. Williams, Esq.
    
    
    2005
    
    
    $
    436,938
    
    
    $
    425,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,618Chief Legal Officer
    
    
    2004
    
    
    $
    400,036
    
    
    $
    425,000
    
    
    
    
    
    
    $
    1,118,250
    
    
    
    
    
    
    $
    28,4202003
    
    
    $
    350,000
    
    
    $
    850,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13,300
 
 (1)
    
    The shares of restricted stock issued to the Named Executive Officers vest on August 21,
2006. The number and value of the restricted shares held as of March 31, 2005 were: Robert J.
Coury: 247,500 / $4,385,700; Edward J. Borkowski: 45,000 / $797,400; Louis J. DeBone:
90,000 / $1,594,800; John P. ODonnell: 45,000 / $797,400; and Stuart A. Williams: 45,000 /
$797,400. The officers receive dividends paid on these shares.(2)
    
    For fiscal 2005, consists of $8,272 accrued under the Companys Supplemental Health Insurance
Program for each Names Executive Officer, and contributions to the Mylan Laboratories Inc.
Profit Sharing 401(k) Plan for Mr. Coury ($20,700), Mr. Borkowski ($20,201), Mr. DeBone
($12,300), Dr. ODonnell ($16,815) and Mr. Williams ($20,346).(3)
    
    Mr. Coury joined the Company as Chief Executive Officer in September 2002.(4)
    
    Includes: (i) $131,384, $46,958 and $46,949, attributable to personal use of the corporate
aircraft by Messrs. Coury, Borkowski and DeBone, respectively; and (ii) $56,988 in gross-up
payments made on behalf of Mr. Coury in respect of income tax liabilities incurred with
respect to personal use of corporate aircraft. For fiscal 2005, the value of the personal use
of corporate aircraft was based on the aggregate incremental cost to Mylan determined by
reference to variable operating costs (including fuel costs, maintenance costs, landing,
ramp/park fees, and other miscellaneous variable trip related costs).(5)
    
    Includes $55,210 relating to personal use of the corporate aircraft. This amount was
calculated using the Standard Industry Fare Level (SIFL) formula established by the Internal
Revenue Service. The amount reported in the Companys 2004 proxy statement for Mr. Courys
fiscal 2003 Other Annual Compensation (i.e., $57,103) has been revised to include health
care benefits.(6)
    
    Includes a payment of $170,826 for relocation expenses. Option/SAR Grants in Fiscal 2005
  5




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Aggregated Option Exercises in Fiscal 2005 and Fiscal Year-End Option Values
 i.e.
 Number of
    
    
    
    
    
    
    Number of Shares
    
    
    Value of UnexercisedShares
    
    
    
    
    
    
    Underlying Unexercised
    
    
    In-the-MoneyAcquired
    
    
    Value
    
    
    Options at End of Fiscal 2005
    
    
    Options at End of Fiscal 2005Name
    
    on Exercise
    
    
    Realized
    
    
    Exercisable/Unexercisable
    
    
    Exercisable/Unexercisable(1)Robert J. Coury
    
    
    
    
    
    
    
    
    
    
    1,366,875/0
    
    
    $
    5,139,922/$0Edward J. Borkowski, C.P.A.
    
    
    
    
    
    
    
    
    
    
    337,500/0
    
    
    $
    1,361,981/$0Louis J. DeBone
    
    
    
    
    
    
    
    
    
    
    1,113,750/0
    
    
    $
    6,878,295/$0John P. ODonnell, Ph.D.
    
    
    
    
    
    
    
    
    
    
    691,875/0
    
    
    $
    4,058,978/$0Stuart A. Williams, Esq.
    
    
    
    
    
    
    
    
    
    
    466,875/0
    
    
    $
    1,906,275/$0
 
 (1)
    
    Calculated based on the closing market price of the Common Stock of
$17.72 on March 31, 2005, less the amount required to be paid upon
exercise of the option. Compensation of Directors
   Employment and Retirement Agreements and Change-of-Control Arrangements
 Employment Agreements
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Transition and Succession Agreements
  7




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Retirement Benefit Agreements
    Compensation Committee Interlocks and Insider Participation
  8




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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Number of Shares
    
    
    PercentageName
    
    of Common Stock
    
    
    of ClassEdward J. Borkowski, C.P.A. (1)
    
    
    383,843
    
    
    
    *Wendy Cameron (2)
    
    
    124,375
    
    
    
    *Robert J. Coury (3)
    
    
    1,617,249
    
    
    
    *Louis J. DeBone (4)
    
    
    1,252,661
    
    
    
    *Laurence S. DeLynn (5)
    
    
    610,375
    
    
    
    *Douglas J. Leech, C.P.A. (6)
    
    
    144,437
    
    
    
    *Joseph C. Maroon, M.D. (7)
    
    
    55,000
    
    
    
    *John P. ODonnell, Ph.D. (8)
    
    
    748,103
    
    
    
    *Rod Piatt, C.P.A. (9)
    
    
    16,000
    
    
    
    *Milan Puskar (9)
    
    
    5,337,602
    
    
    
    2.4
    %C.B. Todd (10)
    
    
    934,038
    
    
    
    *Randall L. Vanderveen, Ph.D., R.Ph. (11)
    
    
    116,875
    
    
    
    *Stuart A. Williams, Esq. (12)
    
    
    547,144
    
    
    
    *All directors and executive officers as
a group (24 persons) (13)
    
    
    14,524,857
    
    
    
    6.4
    %
 
 *
    
    Less than 1%.(1)
    
    Consists of: (i) 45,000 shares of restricted stock granted under the Companys 2003 Long-Term
Incentive Plan; (ii) 337,500 shares issuable pursuant to options that may be exercised within
60 days; and (iii) 1,343 shares held in Mr. Borkowskis 401(k) account.(2)
    
    Includes 116,875 shares issuable pursuant to options that may be exercised within 60 days.(3)
    
    Consists of: (i) 247,500 shares of restricted stock granted under the Companys 2003
Long-Term Incentive Plan; (ii) 1,366,875 shares issuable pursuant to options that may be
exercised within 60 days; and (iii) 2,874 shares held in Mr. Courys 401(k) account.(4)
    
    Includes: (i) 90,000 shares of restricted stock granted under the Companys 2003 Long-Term
Incentive Plan; (ii) 1,113,750 shares issuable pursuant to options that may be exercised
within 60 days; (iii) 12,630 shares held in Mr. DeBones 401(k) account; and (iv) 2,531 shares
held by Mr. DeBones wife.(5)
    
    Includes 206,875 shares issuable pursuant to options that may be exercised within 60 days.(6)
    
    Includes 139,375 shares issuable pursuant to options that may be exercised within 60 days;
Mr. Leech disclaims beneficial ownership of 59,062 of such shares, the economic interest of
which he has transferred pursuant to a trust agreement.(7)
    
    Consists of shares issuable pursuant to options that may be exercised within 60 days.(8)
    
    Includes: (i) 45,000 shares of restricted stock granted under the Companys 2003 Long-Term
Incentive Plan; (ii) 691,875 shares issuable pursuant to options that may be exercised within
60 days; and (iii) 4,553 shares held in Dr. ODonnells 401(k) account.(9)
    
    Includes 10,000 shares issuable pursuant to options that may be exercised within 60 days.(10)
    
    Includes: (i) 332,202 shares issuable pursuant to options that may be exercised within 60
days (including options with respect to 29,702 shares held by Mr. Todds wife); and (ii) 1,659
shares held by Mr. Todds wife. 9




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(11)
    
    Consists of shares issuable pursuant to options that may be exercised within 60 days.(12)
    
    Includes: (i) 45,000 shares of restricted stock granted under the Companys 2003 Long-Term
Incentive Plan; and (ii) 466,875 shares issuable pursuant to options that may be exercised
within 60 days.(13)
    
    See notes (1) through (14). Also includes: (i) an additional 1,818,475 shares issuable
pursuant to options that may be exercised within 60 days; and (ii) an additional 38,213 shares
held in the other executive officers 401(k) accounts. Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to be
    
    
    Weighted-Average Exercise
    
    
    Future Issuance UnderIssued upon Exercise of
    
    
    Price of Outstanding
    
    
    Equity Compensation PlansOutstanding Options,
    
    
    Options, Warrants and
    
    
    (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    
    Rights
    
    
    Reflected in Column(a))(a)
    
    
    (b)
    
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    22,301,788
    
    
    $
    14.17
    
    
    
    21,075,850Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    N/A
    
    
    
    Total
    
    
    22,301,788
    
    
    $
    14.17
    
    
    
    21,075,850
 
 ITEM 13. Certain Relationships and Related Transactions
  
 ITEM 14. Principal Accounting Fees and Services
  Fiscal 2005
    
    Fiscal 2004Audit Fees (1)
    
    $
    895,451
    
    
    $
    440,000Audit-Related Fees (2)
    
    $
    1,029,772
    
    
    $
    83,000Tax Fees (3)
    
    $
    141,032
    
    
    $
    276,000All Other Fees (4)
    
    
    
    
    
    $
    1,129,000Total Fees
    
    $
    2,066,255
    
    
    $
    1,928,000
 
 (1)
    
    Audit fees in fiscal 2005 included fees relating to compliance with the Sarbanes-Oxley Act of
2002, primarily Section 404, not required in fiscal 2004.(2)
    
    Audit-related fees in fiscal 2005 and 2004 related to audits and other services related to
the Companys employee benefit plans, statutory audit requirements and SEC filings.
Additionally, audit-related fees 10




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for fiscal 2005 included fees relating to the Companys
planned acquisition of King Pharmaceuticals, Inc., which was announced in July 2004, but
terminated in February 2005.(3)
    
    Tax fees in fiscal 2005 and 2004 related primarily to tax return preparation and tax
compliance support services.(4)
    
    All other fees in fiscal 2004 related primarily to assistance in preparing for our enterprise
resource planning (ERP) system initiative and our quality assurance and compliance system.  11




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SIGNATURES
  MYLAN LABORATORIES INC.By
    
    /s/ Robert J. CouryRobert J. CouryVice Chairman of the Board and Chief Executive Officer
  Signature
    
    Title/s/ Robert J. Coury
    
    Vice Chairman, Chief Executive Officer and DirectorRobert J. Coury
    
    (Principal Executive Officer)/s/ Edward J. Borkowski
    
    Chief Financial OfficerEdward J. Borkowski
    
    (Principal Financial Officer)/s/ Gary E. Sphar
    
    V.P.  Corporate ControllerGary E. Sphar
    
    (Principal Accounting Officer)/s/ Milan Puskar
    
    Chairman and DirectorMilan Puskar/s/ Wendy Cameron
    
    DirectorWendy Cameron/s/ Laurence S. DeLynn
    
    DirectorLaurence S. DeLynn/s/ Douglas J. Leech
    
    DirectorDouglas J. Leech/s/ Joseph C. Maroon, M.D.
    
    DirectorJoseph C. Maroon, M.D./s/ Rod Piatt
    
    DirectorRod Piatt/s/ C.B. Todd
    
    DirectorC.B. Todd/s/ R.L. Vanderveen, Ph.D., R.Ph.
    
    DirectorR.L. Vanderveen, Ph.D., R.Ph.
 12




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EXHIBIT INDEX
 31.1
    
    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.