UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 9, 2004
-------------------------------
HI-TECH PHARMACAL CO., INC.
- -------------------------------------------------------------------------------
Exact Name of Registrant as Specified in Its Charter)
Delaware
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
No. 0-20424 11-2638720
- -------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
369 Bayview Avenue, Amityville, New York 11701
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(631) 789-8228
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
___ 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 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e04(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(a) Not applicable.
(b) On September 9, 2004, Mr. Bernard Seltzer notified the Board of Directors
of his intention not to stand for re-election to the Board of Directors
for personal reasons. He will remain Chairman of the Board Emeritus. Mr.
David S. Seltzer will serve as Chairman of the Board.
(c) Not applicable.
(d) On September 9, 2004, the Board of Directors of Hi-Tech Pharmacal Co.,
Inc. (the "Company") elected Bruce W. Simpson to serve as a director of
the Company until the 2004 Annual Meeting of Stockholders of the Company
to be held on November 11, 2004. Upon his election by the stockholders of
the Company, the Company will grant Mr. Simpson stock options to purchase
10,000 shares of the Company's common stock at an exercise price equal to
the last sale price of the Company's common stock on the Nasdaq National
Market on November 11, 2004.
Mr. Simpson will serve on the Nominating Committee of the Company.
Mr. Simpson is "independent" as defined under the rules promulgated by the
National Association of Securities Dealers' listing standards.
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.
Date: September 9, 2004 HI-TECH PHARMACAL CO., INC.
/s/David S. Seltzer
----------------------------------------
Name: David S. Seltzer
Title: President and Chief Executive Officer