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): November 16, 2004
Impax Laboratories, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-27354 65-0403311
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
30831 Huntwood Ave., Hayward, CA 94544
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 476-2000
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Not Applicable
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In accordance with the "Frequently Asked Questions" bulletin posted by
the staff of the Division of Corporation Finance of the Securities and Exchange
Commission on November 23, 2004 on the Securities and Exchange Commission's
website, we are disclosing the following information that the Securities and
Exchange Commission may deem to be material definitive agreements with our
directors.
On November 16, 2004, the Board of Directors of Impax Laboratories,
Inc. (the "Company") approved the following changes to the compensation payable
to non-employee directors of the Company, effective as of January 1, 2005:
o the annual retainer for non-employee directors was increased from
$12,000 to $25,000 per year payable in quarterly installments;
o a fee of $2,000 will be paid for attendance at each regularly
scheduled meeting of the Board; and
o an additional annual retainer of $10,000 per year, payable in
quarterly installments, will be paid to the Chairman of Audit
Committee.
These changes were recommended to the Board by the Compensation
Committee in view of the additional time directors are spending performing their
duties and a review of comparable public company board fees.
In addition, the Board approved a special director fee of $1,500 per
day, or part-day, for Dr. Nigel Fleming for a period of six months to facilitate
monthly meetings between senior management and the independent directors.
There was no change in other consideration payable to the Company's
non-employee directors, which is described below:
o Pursuant to the terms of the Company's 2002 Equity Incentive Plan,
each non-employee director is granted options to purchase 7,500
shares of common stock annually. In addition, a non-employee
director, when first selected, is granted an option to purchase
12,000 shares. All of these options vest ratably over three years
commencing on the first anniversary of the grant date and are
exercisable at the fair value market value on the date of grant.
o The Company reimburses its directors for their respective
out-of-pocket expenses incurred in attending board and committee
meetings.
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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: January 14, 2005 By: /s/ Cornel C. Spiegler
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Name: Cornel C. Spiegler
Title: Chief Financial Officer
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