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 24, 2004
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Impax Laboratories, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-27354 65-0403311
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(Commission File Number) (IRS Employer Identification No.)
30381 Huntwood Avenue Hayward, CA 94544
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(Address of Principal Executive Offices) (Zip Code)
(510) 476-2000
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(Registrant's Telephone Number, Including Area Code)
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(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 240.13e-4(c))
ITEM 8.01 - OTHER EVENTS
On September 24, 2004, Impax Laboratories, Inc. (the "Corporation")
received a Complaint filed by a shareholder of the Corporation in the Superior
Court for Alameda County, California, purporting to state a derivative claim on
the Corporation, as a nominal defendant. The Complaint, brought by Catherine
Burke, derivatively on behalf of nominal defendant Impax Laboratories, Inc.,
Case No. RG04176541, asserts claims against Robert L. Burr, Cornel C. Spiegler,
David S. Doll, Barry Edwards, Charles Hsiao, Larry Hsu and Michael Markbreiter,
each of whom is an officer or director, or both, of the Corporation. The
Complaint alleges claims against these individuals under California Corporations
Code ss. 25402, and under California's common law relating to the fiduciary
duties of corporate officers and directors, arising from the sale of common
stock of the Corporation by the named individuals in June 2004. A second,
virtually identical Complaint, brought by Crayton D. Leavitt, as trustee of the
Leavitt Family Trust, derivatively on behalf of nominal defendant Impax
Laboratories, Inc., Case No. RG04176931, received by the Corporation on Tuesday,
September 28, 2004, was filed in the same forum by another shareholder of the
Corporation against the same individuals. The Complaints seek treble damages,
imposition of a constructive trust on the individual defendants, attorneys fees
and costs and other relief as the court determines. Because the Corporation is
named as a nominal defendant in both cases, the Corporation is considering its
responses, and will file a timely response, to these Complaints. The Board has
appointed a special committee of disinterested directors to investigate the
merits of the allegations in the Complaints and to engage special counsel to
assist in such investigation. Each of the named individuals has informed the
Corporation that he denies the allegations made in these Complaints, and that he
will vigorously defend the claims asserted against him.
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.
Impax Laboratories, Inc.
Date: September 30, 2004
By: /s/ Cornel C. Spiegler
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Cornel C. Spiegler
Chief Financial Officer