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): 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
ITEM 2: 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." 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 7: FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
2.1 Agreement dated March 23, 2004 by and between Lannett Company,
Inc. and Jerome Stevens Pharmaceuticals, Inc.
99.1 May 5, 2004 Press Release
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: May 5, 2004
EXHIBIT INDEX
Exhibit: Description:
2.1 Agreement dated March 23, 2004 by and between Lannett Company, Inc. and
Jerome Stevens Pharmaceuticals, Inc.
99.1 May 5, 2004 Press Release