UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT #2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 20, 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:
[ ] 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
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 23, 2004, Lannett Company, Inc. (the "Company" or Lannett")
entered into an agreement with Jerome Stevens Pharmaceuticals, Inc. (JSP) for
the Company's exclusive distribution rights in the United States to the current
line of JSP products, in exchange for four million (4,000,000) shares of the
Company's common stock. According to the agreement, which has a term of ten
years, JSP will supply Lannett with Butalbital with Aspirin, Caffeine and
Codeine Phosphate capsules ("BACC"), Digoxin tablets ("Digoxin") and
Levothyroxine Sodium tablets, sold under the generic name and the brand name
"Unithroid" ("Levothyroxine"). For the purposes hereof, BACC, Digoxin and
Levothyroxine are collectively referred to as the "Products." During the term of
the agreement, the Company is required to use commercially reasonable efforts to
purchase minimum dollar quantities of JSP's products being distributed by the
Company. The minimum quantity to be purchased in the first year of the agreement
is $15 million. Thereafter, the minimum quantity to be purchased increases by $1
million per year of the contract--up to $24 million for the last year of the
ten-year contract. The obligation of LCI to issue the four million (4,000,000)
shares was subject to the receipt of a fairness opinion issued by a recognized
and reputable investment banking firm (the "Investment Banker") in opining that
the issuance of the four million (4,000,000) shares and the resulting dilution
of the ownership interest of Lannett's minority shareholders was fair to such
shareholders in view of the Products' contribution or potential contribution to
Lannett's profitability. On April 20, 2004, the Investment Banker, which was
selected by the independent Directors of Lannett's Board, opined that the
issuance of the four million (4,000,000) shares and the resulting dilution of
the ownership interest of Lannett's minority shareholders was fair to such
shareholders in view of the Products' contribution or potential contribution to
Lannett's profitability. As such, the Company is obliged to issue the four
million (4,000,000) shares to JSP, or its designees. The Company has also agreed
to file a registration statement registering the four million (4,000,000)
shares. The agreement and the Company's press release regarding the agreement
are included in this Form 8-K, as Exhibits 2.1 and 99.1, respectively. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company, whether made before or after the date
of this report, regardless of any general incorporation language in the filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
2.1 (Note A) Agreement dated March 23, 2004 by Filed Herewith Pages 6-13
and between Lannett Company, Inc.
and Jerome Stevens
Pharmaceuticals, Inc.
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99.1 May 5, 2004 Press Release. Filed Herewith Pages 14-16
Note A: Portions of Exhibit 2.1 have been omitted pursuant to a request for
confidential treatment. A complete copy of Exhibit 2.1, including redacted
portions thereof, has been filed with the Securities and Exchange Commission.
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/ Larry Dalesandro
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Chief Financial Officer
Date: August 27, 2004
EXHIBIT INDEX
2.1 (Note A) Agreement dated March 23, 2004 by Filed Herewith Pages 6-13
and between Lannett Company, Inc.
and Jerome Stevens
Pharmaceuticals, Inc.
99.1 May 5, 2004 Press Release. Filed Herewith Pages 14-16
Note A: Portions of Exhibit 2.1 have been omitted pursuant to a request for
confidential treatment. A complete copy of Exhibit 2.1, including redacted
portions thereof, has been filed with the Securities and Exchange Commission.