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) January 24, 2005
Interpharm Holdings, Inc.
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(Exact name of Registrant as specified in charter)
Delaware 0-22710 13-3673965
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
69 Mall Drive, Commack, New York 11725
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 543-2800
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 CFR240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On January 24, 2005, Dr. Maganlal K. Sutaria resigned his Chief Executive
Officer position of Interpharm Holdings, Inc. ("the Company"). Mr. Sutaria
resigned his Chief Executive position so that Cameron Reid could be appointed to
the position. Dr. Sutaria will remain in his position as Chairman of the Board
of Directors.
At a Board of Directors meeting held on the same day, the Company accepted
the resignation of Dr. Maganlal K. Sutaria and appointed Cameron Reid as the new
Chief Executive Officer of the Company. Mr. Reid resigned his directorship in
order to enable him to focus on his responsibilities as Chief Executive Officer
of the Company.
Cameron Reid, age 50, has served as a Director since May 6, 2004. From
1992 through March 2004, Mr. Reid was the President of Dr. Reddy's Laboratories,
Inc. Prior to joining Dr. Reddy's, Mr. Reid was an Executive Vice President of,
and headed Roussel Corp., a division of Roussel UCLAF, a pharmaceutical company
based in Montvale, New Jersey. Mr. Reid holds a Bachelor of Science degree in
chemistry and geology from the University of Calgary. He is also a graduate of
the executive management program at INSEAD in France. There is no family
relationship between Mr. Reid and any other officer or director of the Company.
Mr. Reid has agreed to a three year term of employment with the Company
for a base salary of $200,000 per year, which may be increased at the discretion
of the Compensation Committee of the Company's Board of Directors. Mr. Reid was
also granted options to purchase 2 million shares of the Company's Common Stock
at an exercise price of $2.24, which is the closing price of the Company's
Common Stock on January 24, 2005.
Neither the resignation as Chief Executive Officer by Dr. Sutaria, nor the
resignation of the directorship by Mr. Reid, was a result of any disagreement
with the Company on any matter, including any matter related to the operations,
policies or practices of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this Current Report:
99.1 January 25, 2005 press release.
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.
INTERPHARM HOLDINGS, INC.
January 31, 2005 By: /s/ George Aronson
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George Aronson
Chief Financial Officer