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 21, 2005
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) (I.R.S. Employer Identification No.)
30831 Huntwood Ave., Hayward, CA 94544
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(Address of Principal Executive Offices)
(510) 476-2000
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(Registrant's Telephone Number, Including Area Code)
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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 21, 2005 Deloitte & Touche LLP (Deloitte), the independent
registered public accounting firm engaged to audit the Company's financial
statements for each of the two years ended December 31, 2004, informed the
Company that it declines to stand for re-appointment as the Company's
independent registered public accounting firm with respect to the year ending
December 31, 2005 and that it will resign upon completion of its audit of the
2004 financial statements or upon its determination that it will be unable to
complete the audit or issue a report on such financial statements. Deloitte
continues to consult with the Company in connection with the Company's
previously disclosed request for advice from the Commission's Office of the
Chief Accountant concerning its recognition of revenue under its strategic
alliance agreement with a subsidiary of Teva Pharmaceutical Industries, Ltd.
With respect to the additional disclosures required by this item:
(1) The Company has not had any disagreements with Deloitte on any matter of
accounting principles or practices, financial statement disclosure, or audit
scope or procedure which, if not resolved to Deloitte's satisfaction, would have
caused it to make reference to the subject matter of its disagreement in
connection with its report with respect to the year ended December 31, 2003 and
the subsequent period through November 21, 2005.
(2) Deloitte's report on the Company's 2003 financial statements contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. As the revenue-recognition
issues presented to the Office of the Chief Accountant have not yet been
resolved, the Company has not completed its financial statements for the year
ended December 31, 2004 and, accordingly, Deloitte has not completed its audit
of those financial statements or issued a report thereon.
(3) In its current report on Form 8-K filed June 27, 2005, the Company described
five material weaknesses in its internal controls over financial reporting as of
December 31, 2004 that were brought to its attention by Deloitte. In addition,
in connection with its audit of the Company's financial statements for the year
ended December 31, 2003 Deloitte informed the Audit Committee of the Company's
Board of Directors of three significant deficiencies in the Company's internal
controls deemed to constitute reportable conditions under standards established
by the American Institute of Certified Public Accountants. The deficiencies
related to the manner in which the Company calculated its accrual for returns of
products sold directly by the Company, the manner in which the Company
capitalized inventory, and the lack of formal documentation of the Company's
consideration of the appropriate accounting for its contracts, strategic
alliances and financing arrangements. The Company believes that it has corrected
these material weaknesses and significant deficiencies.
(4) During the process of auditing the Company's 2004 financial statements
Deloitte advised the Company of the need to expand, and has in fact expanded,
the scope of its audit, primarily with respect to transactions under the Teva
strategic alliance agreement.
(5) The audit committee of the Company's board of directors has discussed the
identified weaknesses and deficiencies in internal controls and expansion of the
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scope of the 2004 audit with Deloitte. The Company has authorized Deloitte to
respond fully to the inquiries of the successor independent accountant
concerning the subject matter of the identified weaknesses in internal controls
and expansion of the scope of the 2004 audit. The Company has not yet engaged a
new independent accountant to audit its 2005 financial statements
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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99.1 Letter from Deloitte as to Item 4.01 (to be filed by amendment).
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SIGNATURE
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: November 28, 2005 By: /s/ Arthur A. Koch
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Arthur A. Koch
Chief Financial Officer
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