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) August 18, 2005
HI-TECH PHARMACAL CO., INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
No. 0-20424 11-2638720
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
369 Bayview Avenue, Amityville, New York 11701
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(631) 789-8228
(Registrant's Telephone Number, Including Area Code)
(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 August 18, 2005, Hi-Tech Pharmacal Co., Inc. (the "Company") entered
into an employment agreement with William J. Peters pursuant to which Mr. Peters
is to serve as Vice President and Chief Financial Officer, effective August 1,
2005 through July 31, 2007. Mr. Peters is to receive an annual base salary of
$210,000 for the period August 1, 2005 through July 31, 2006 and $220,500 for
the period August 1, 2006 through July 31, 2007. Mr. Peters may also receive
bonuses for meeting certain targets set by the Company's compensation committee.
Mr. Peters received options to purchase 25,000 shares of the Company's common
stock upon the execution of the employment agreement by Mr. Peters and the
Company. The employment agreement provides that in the event of a termination of
Mr. Peters' employment by the Company without cause or by Mr. Peters for Good
Reason (as that term is defined in the employment agreement), Mr. Peters will
receive severance equal to the sum of (i) his salary for the greater of 6 months
or the balance of the term of the employment agreement and (ii) the pro rata
portion of his bonus for the prior year. In the event of a change in control of
the Company, the Company will pay or cause its successor to pay to Mr. Peters an
amount equal to 1.5 times the sum of his annual salary plus his annual bonus for
the year immediately preceding the change in control. The employment agreement
contains standard confidentiality provisions and indemnification provisions.
Section 16. Section 17.
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. Section 21.
Date: August 23, 2005 HI-TECH PHARMACAL CO., INC.
/s/ David S. Seltzer
--------------------------------------------
Name: David S. Seltzer
Title: President and Chief Executive Officer