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): March 25, 2005
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
On March 25, 2005, Impax Laboratories, Inc. (the "Company") entered
into an Amendment to a Strategic Alliance Agreement, dated as of June 27, 2001,
between Impax and Teva Pharmaceuticals Curacao N.V. ("Teva"). The original
Strategic Alliance Agreement grants Teva marketing rights to certain of our
products. The products are generally produced by Impax and marketed and sold by
Teva. Profits from the sale of such products are shared between the parties as
provided in the Agreement. Profits are calculated based on the definition of
"Net Sales" under the Agreement.
Pursuant to the Amendment, the parties agreed to amend the definition
of Net Sales under the Agreement by generally providing fixed percentages to be
deducted from gross sales for a number of specific deductions occurring in the
ordinary course of business, rather than varying amounts previously calculated
or estimated by Teva under the Agreement. The Amendment provides that deductions
for certain routine adjustments are based upon good-faith estimates by Teva at
the time of sale, and are subject to a year-end reconciliation. The changes to
the definition of Net Sales were intended to simplify the calculations under the
Agreement.
In addition, Teva will provide a certificate of its Chief Financial
Officer with each quarterly report that it is required to give under the
Agreement, certifying to the accuracy and completeness of such quarterly report.
The parties also agreed that Teva would cooperate with Impax to provide
reasonable and necessary information in order to enable Impax to verify Net
Sales and the "Impax Margin" (as defined in the Agreement) on a quarterly basis.
Except for the changes provided in the Amendment, the Agreement remains
in full force and effect.
See also Item 7.01 for additional information concerning Teva and the
Strategic Alliance Agreement.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On March 31, 2005, Impax announced that it was unable to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the
"2004 Form 10-K") by March 31, 2005. On March 16, 2005, the Company filed a
Notification of Late Filing on Form 12b-25 with the Securities and Exchange
Commission ("SEC") for the 2004 Form 10-K, in which it stated that the Company
expected to be able to file the 2004 Form 10-K by the end of March, within the
15 day extension provided by the SEC. The Company now has determined that it
requires more time to complete the year-end financial closing. See Item 7.01.
A copy of the press release is attached as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference.
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On March 31, 2005, Impax sent notification to NASDAQ that Impax's 2004
Form 10-K was not filed by March 31, 2005. As a result of its failure to file
the 2004 Form 10-K by March 31, 2005, Impax is no longer in compliance with
conditions for the continued listing of Impax's common stock on the NASDAQ Stock
Market under NASDAQ Marketplace Rule 4310(c)(14), which generally requires that
all reports required to be filed with the SEC shall be filed with NASDAQ on or
before the date they are required to be filed with the SEC. Impax expects that
NASDAQ will append a fifth character, "E", to Impax's trading symbol until it
has filed the 2004 Form 10-K. Furthermore, NASDAQ can issue a delisting letter.
Impax expects to request and participate in a hearing before a NASDAQ panel
regarding its compliance with the listing standards.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 28, 2005, Impax and Teva agreed to final amounts of Net Sales
and Impax Margin under the Strategic Alliance Agreement for the three months and
year ended December 31, 2004. These agreed amounts are not subject to future
adjustment.
On March 31, 2005, Impax announced that it was not able to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2004. A copy
of the press release is attached as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 - Press Release
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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: March 31, 2005 By: /s/ Barry R. Edwards
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Name: Barry R. Edwards
Title: Chief Executive Officer
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