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): March 14, 2005
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Company and Brian J. Kearns have entered into an employment agreement (the
"Employment Agreement"), pursuant to which Mr. Kearns has been appointed as Vice
President of Finance, Treasurer and Chief Financial Officer of the Company. The
Employment Agreement provides, among other things, for a three year term, an
annual base salary of $175,000, and a grant of an option to acquire 100,000
shares of Common Stock of the Company at an exercise price of $6.75 per share.
The Employment Agreement also provides for a severance payment of eighteen
months of base salary plus a pro rated annual cash bonus for the current fiscal
year if the Company terminates Mr. Kearns' employment without Cause (as defined
in the Employment Agreement), or if Mr. Kearns terminates his employment for
Good Reason (as defined in the Employment Agreement). The Employment Agreement
further contains an eighteen month non-solicitation and non-compete covenant.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Appointment of Chief Financial Officer
Effective March 14, 2005, Lannett Company, Inc. (the "Company"), appointed Brian
J. Kearns as Vice President of Finance, Treasurer and Chief Financial Officer of
the Company. Prior to joining the Company, Mr. Kearns, 38, served as the
Executive Vice President, Treasurer and Chief Financial Officer of MedQuist Inc.
from 2000 through 2004. Prior to joining MedQuist, Mr. Kearns was Vice President
and Senior Health Care IT analyst at Banc of America Securities from 1999 trough
2000. Mr. Kearns also held various positions with Salomon Smith Barney from 1994
through 1998, including Senior Analyst of Business Services Equity Research.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Employment Agreement dated as of March 14, 2005 between Lannett Company,
Inc. and Brian J. Kearns
99.1 March 18, 2005 Press Release
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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/ Arthur Bedrosian
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President
Date: March 18, 2005
EXHIBIT INDEX
Exhibit: Description:
10.1 Employment Agreement dated as of March 14, 2005 between Lannett
Company, Inc. and Brian J. Kearns
99.1 March 18, 2005 Press Release
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