UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 26, 2005
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The Company is amending its Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 27, 2005 (the "Original Report"), in
which it reported that it entered into a securities purchase agreement
("Purchase Agreement") with a qualified institutional buyer (the "Purchaser") by
which the Purchaser agreed to purchase $75.0 million of the Company's 3.50%
Convertible Senior Subordinated Debentures Due 2012 (the "3.50% Debentures").
The purpose of the amendment is to report that on June 27, 2005, the
Company completed the sale of the 3.50% Debentures to Highbridge International
LLC, the Purchaser under the Purchase Agreement. Net proceeds of the offering,
together with the Company's existing cash, were used to repay the Company's
$95.0 million 1.250% Convertible Senior Subordinated Debentures due 2024 (the
"1.250% Debentures"). Except for its ownership of a portion of our 1.250%
Debentures, Highbridge International LLC had no material relationship with
the Company.
The Company is also filing this amendment to file copies of the
following agreements:
Exhibit 4.1 - Purchase Agreement, dated June 26, 2005, with Highbridge
International LLC with Disclosure Schedule.
Exhibit 4.2 - Indenture with HSBC Bank USA, National Association, as trustee,
dated as of June 27, 2005, governing the 3.50% Debentures.
Exhibit 4.3 - Registration Rights Agreement, dated as of June 27, 2005, with
Highbridge International LLC.
ITEM 7.01. REGULATION FD
ITEM 8.01. OTHER EVENTS
As noted above, the Disclosure Schedule to the Purchase Agreement is
included in Exhibit 4.1. The Disclosure Schedule sets forth certain disclosures
by the Company. The Disclosure Schedule was not included in the Original Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 - Purchase Agreement, dated June 26, 2005, with Highbridge
International LLC with Disclosure Schedule.
4.2 - Indenture with HSBC Bank USA, National Association, as
trustee, dated as of June 27, 2005, governing the 3.50% Debentures.
4.3 - Registration Rights Agreement, dated as of June 27,
2005, with Highbridge International LLC.
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: June 27, 2005
By: /s/ Arthur A. Koch, Jr.
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Arthur A. Koch, Jr.
Chief Financial Officer