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): December 1, 2004
LANNETT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-9036 23-0787-699
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State or other Jurisdiction Commission I.R.S. Employer
of Incorporation or Organization File Number Identification No.
9000 State Road, Philadelphia, PA 19136
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Address of Principal Executive Offices and Zip Code
Registrant's telephone number, including area code: (215) 333-9000
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 1, 2004, the Lannett Company, Inc. (the "Company") entered into a
Separation Agreement and General Release with Larry Dalesandro, its chief
financial officer. The Separation Agreement and General Release addresses the
terms and conditions of Mr. Dalesandro's resignation as our chief financial
officer effective December 1, 2004 for personal reasons and his provision of
services to the Company thereafter.
Under the Separation Agreement and General Release, the Company will pay Mr.
Dalesandro an amount equal to his current base salary for a period of eighteen
(18) months after the termination date, will pay his premium for insurance
coverage pursuant to COBRA if he elects such coverage, and will reimburse him
for other medical expenses he may incur that would have been covered under the
Company's existing medical plan had he been employed by the Company as an
executive at that time. Additionally, Mr. Dalesandro shall be entitled to
receive a pro-rated annual cash bonus for the current fiscal year calculated as
if all base targets and base goals have been achieved, and all outstanding stock
options awarded to Mr. Dalesandro prior to his termination of employment have
become 100% vested upon the termination of his employment.
During the eighteen (18) month severance period, Mr. Dalesandro is free to
accept other employment but may not induce any customer of the Company to
terminate its business with the Company or solicit any customer of the Company
in connection with any products being offered for sale by the Company or in its
research and development pipeline as the date of the termination of Mr.
Dalesandro's employment. Furthermore, during the eighteen (18) month severance
period, Mr. Dalesandro shall not solicit any executive or agent of the Company
for employment or induce any such person to terminate his or her employment or
association of the Company. Mr. Dalesandro has agreed to a general release of
all claims he has nor may have against the Company and to customary restrictions
on his use of Company proprietary information following his resignation.
Pursuant to the Separation Agreement and General Release, Mr. Dalesandro has
agreed, for no additional consideration, to assist in the transition of the
chief financial officer duties to the Company's new interim chief financial
officer between the effective date of his resignation and the balance of the
Company's current fiscal year and, to the extent that it does not interfere with
any future employment, be available for consultation in connection with the
preparation of financial statements throughout the balance of the Company's
current fiscal year.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
A. Departure of Chief Financial Officer
Effective December 1, 2004, Larry Dalesandro, the chief financial officer of the
Company, delivered his resignation. There were no disagreement with Mr.
Dalesandro of the nature required to be disclosed pursuant to Item 5.02(a) of
this Form 8-K. Item 1.01 above sets forth the description of the terms and
conditions of Mr. Dalesandro's departure.
B. Appointment of Interim Chief Financial Officer
Effective December 1, 2004, Michael Tuterice has been appointed and will assume
the duties as the Company's interim chief financial officer. Mr. Tuterice has
been the Company's Financing Reporting Manager. Previously, Mr. Tuterice was an
Audit Supervisor with Grant Thornton.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Separation Agreement and General Release dated December 1, 2004 between
Lannett Company, Inc. and Larry Dalesandro
99.1 December 1, 2004 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
LANNETT COMPANY, INC
By: /s/ Arthur Bedrosian
President
Date: December 2, 2004
EXHIBIT INDEX
Exhibit: Description:
10.1 Separation Agreement and General Release dated December 1, 2004 between
Lannett Company, Inc. and Larry Dalesandro
99.1 December 1, 2004 Press Release
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