FREE WRITING PROSPECTUS

 

Filed Pursuant to Rule 433

 

Supplementing the Preliminary Prospectus Supplement dated December 13, 2010

 

Registration Statement No. 333-162318

 

Dated December 14, 2010

 

LANNETT COMPANY, INC.

 

5,000,000 Shares of Common Stock

 

Final Term Sheet

 

Issuer:

 

Lannett Company, Inc. (the “Company”)

 

 

 

Security:

 

Common stock, par value $0.001 per share

 

 

 

Size:

 

5,000,000 shares of common stock, 2,500,000 of which are being offered by the Company and 2,500,000 of which are being offered by the Selling Stockholder

 

 

 

Over-allotment option:

 

750,000 additional shares of common stock

 

 

 

Public offering price:

 

$5.00 per share

 

 

 

Underwriting discounts and commissions:

 

$0.3125  per share

 

 

 

Net proceeds to the Company (excluding the over-allotment):

 

$11,444,000 (after deducting the underwriter’s discounts and commissions and estimated offering expenses payable by the Company)

 

 

 

Form of Offering

 

Firm commitment underwritten public offering pursuant to a registration statement on Form S-3 that was filed on October 2, 2009, as subsequently amended on October 22, 2009 and November 6, 2009, and declared effective on November 20, 2009

 

 

 

Listing

 

The shares of common stock are listed on the NYSE AMEX under the symbol “LCI”

 

 

 

Trade date:

 

December 14, 2010

 

 

 

Settlement date:

 

December 17, 2010

 

 

 

Underwriters:

 

Oppenheimer & Co., Inc.

Roth Capital Partners, LLC

Stonegate Securities, Inc.

Emerging Growth Equities, Ltd.

 


 

CAPITALIZATION

 

The following table sets forth our capitalization as of September 30, 2010:

 

·                  on an actual basis; and

 

·                  an as adjusted basis to give effect to the sale of the 2,500,000 shares of common stock offered by us in this offering at the public offering price of $5.00 per share, after deducting underwriting discounts and estimated offering expenses payable by us.

 

You should read this table in conjunction with our consolidated financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included in or incorporated by reference into the preliminary prospectus supplement, dated December 13, 2010, relating to this offering and the accompanying prospectus.

 

 

 

As of September 30, 2010

 

STOCKHOLDERS’ EQUITY

 

Actual 
(unaudited)

 

Pro Forma
As Adjusted

 

Common stock - authorized 50,000,000 shares, par value $0.001; issued and outstanding, 24,929,131 shares

 

24,929

 

27,429

 

Additional paid in capital

 

80,410,648

 

91,852,148

 

Retained earnings

 

9,161,071

 

9,161,071

 

Noncontrolling interest

 

121,421

 

121,421

 

Accumulated other comprehensive income

 

52,588

 

52,588

 

 

 

89,770,657

 

101,214,657

 

Less: Treasury stock at cost — 130,118 shares

 

(736,659

)

(736,659

)

Total Stockholders’ Equity

 

89,033,998

 

100,477,998

 

Total Capitalization

 

89,033,998

 

100,477,998

 

 

The information above excludes the following:

 

·                  2,058,851 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2010 at a weighted average exercise price of $7.44 per share; and

 

·                  750,000 shares subject to the underwriters’ over-allotment option.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 300 Madison Avenue, 5th Floor, New York, NY, 10017, Telephone number: (212) 667-8563, Email: EquityProspectus@opco.com.