UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 7, 2004
-------------------------------------------------
Date of Report (Date of earliest event reported)
NeoPharm, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-12493 51-0327886
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 Field Drive, Suite 195, Lake Forest, Illinois 60045
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 847-295-8678
--------------------------
- -------------------------------------------------------------------------------
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 7, 2004, the Board of Directors (the "Board") of
NeoPharm, Inc. (the "Company") amended and restated the By-Laws of the Company
to amend provisions regarding establishing a record date for actions by
written consent of the Company's stockholders.
As so amended and restated, the By-Laws provide that any stockholder
of the Company that wishes to solicit expressions of consent to corporate
action in writing without a meeting must deliver to the Board a written
request for the establishment of a record date to determine the stockholders
eligible to express consents (the "Record Date"). The Board shall promptly,
but in all events within ten (10) days after the date on which such a request
is received, adopt a resolution fixing the Record Date. The Record Date may
not precede the date upon which the resolution fixing the Record Date is
adopted by the Board, and may not be more than ten (10) days after the date
upon which the resolution fixing the Record Date is adopted by the Board (or
such later date as the holders of any class of stock or series thereof may
request). If no Record Date is established within ten (10) days of receiving a
request to establish a Record Date, the Record Date shall be the date on which
the first consent is delivered to the Company or, if prior action by the Board
is required by applicable law, the date the resolution taking such prior
action is adopted by the Board.
Previously, the By-Laws provided that the Board could fix, in
advance, a Record Date, which could not be more than sixty (60) days prior to
the action to be taken by written consent, and that if no Record Date was set
by the Board, the Record Date would be the date on which the first consent was
delivered to the Company.
The foregoing description of the By-Laws of the Company is a general
description only and is qualified in its entirety by reference to such
By-Laws. A copy of the By-Laws as currently in effect is attached as Exhibit
3.01 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
- ------- -----------
3.01 Amended and Restated By-Laws of NeoPharm, Inc.
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.
NeoPharm, Inc.
/s/ Lawrence Kenyon
-----------------------------
Date: September 7, 2004 By: Lawrence Kenyon
Its: Chief Financial Officer
(Principal Accounting
Officer and Principal
Financial Officer)