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): February 4, 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 of Commission File Number I.R.S. Employer
Incorporation or Organization 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 1. CHANGES IN CONTROL OF REGISTRANT
William Farber ("Mr. Farber"), the Chief Executive Officer and Chairman of
the Board of Lannett Company, Inc. (the "Company"), beneficially owns 13,306,129
shares of common stock of the Company, which represents 66.27% of the
outstanding Common Stock of the Company.
Pursuant to a Stock Purchase Option Agreement (the "Option"), a copy of
which is attached as an exhibit to this filing pursuant to Item 7 below, Mr.
Farber has granted an irrevocable option to Perrigo Company (the "Acquirer") to
purchase all of his shares of the Common Stock of the Company for $14.56 per
share plus contingent additional consideration. The Acquirer has the right to
exercise the Option, and buy Mr. Farber's stock, any time between now and August
6, 2004. If the Acquirer exercises the Option and acquires Mr. Farber's shares
of Common Stock, the Acquirer is obligated pursuant to the Option to either make
a tender offer (to the extent permitted by law) to the remaining shareholders of
the Company or to use its commercially reasonable efforts to enter into a
business combination with the Company that could result in the Acquirer
acquiring the remaining outstanding shares of the Company. The total price per
share to be paid pursuant to any such tender offer or business combination must
be no less than the higher of (i) the average closing price of such shares as
publicly reported by the American Stock Exchange over the 10 trading days ending
one trading day prior to the date on which there is a public announcement of the
grant of the Option, and (ii) the total price per share paid to Mr. Farber,
including any contingent additional consideration. The decision to recommend or
not recommend any such tender offer or approve or disapprove of any such
business combination will rest with a special committee of the Company's Board
of Directors and/or the remaining shareholders of the Company.
Because of Mr. Farber's large percentage ownership interest in the
Company, if the Acquirer exercises the Option, such a sale of his Common Stock
would constitute a change of control of the Company and could lead to other
consequences, including a change in the present board of directors or management
of the Company. However, this decision would rest solely in the hands of the
Acquirer.
The foregoing summary is qualified in its entirety by the Exhibit 2.1
listed below, which is incorporated by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 + Stock Purchase Option Agreement dated as of February 4, 2004
by and among William Farber, Audrey Farber and Perrigo
Company.
99.1 February 6, 2004 Press Release.
+ Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the 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.
Dated: February 13, 2004
LANNETT COMPANY, INC.
By: /s/ Larry Dalesandro
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Name: Larry Dalesandro
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 + Stock Purchase Option Agreement dated as of February 4, 2004 by
and among William Farber, Audrey Farber and Perrigo Company.
99.1 February 6, 2004 Press Release.
+ Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the Commission.