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.
Date of Report (Date of earliest event reported): June 1, 2015
LANNETT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Commission File No. 001-31298
State of Delaware |
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23-0787699 |
(State of Incorporation) |
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(I.R.S. Employer I.D. No.) |
9000 State Road
Philadelphia, PA 19136
(215) 333-9000
(Address of principal executive offices and telephone number)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On June 1, 2015, Lannett Company, Inc., a Delaware corporation (Lannett), pursuant to the terms and conditions of a Stock Purchase Agreement dated May 15, 2015, a copy of which was filed as exhibit 2.1 to the current report on Form 8-K filed by Lannett on May 18, 2015, completed the acquisition of, Silarx Pharmaceuticals, Inc., a New York corporation (Silarx), and Stoneleigh Realty, LLC, a New York limited liability company (Stoneleigh, and together with Silarx, the Company) from Rohit Desai (Mr. Desai) and the RD Nevada Trust (the RD Nevada Trust, and together with Mr. Desai, the Sellers) for cash consideration of $42.0 million, subject to a post-closing working capital adjustment.
ITEM 8.01. |
OTHER EVENTS |
On June 2, 2015, Lannett issued a press release regarding the matters described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 June 2, 2015 press release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
LANNETT COMPANY, INC |
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By: |
/s/ Arthur P. Bedrosian |
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Chief Executive Officer |
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Date: June 2, 2015 |
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Exhibit 99.1
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Contact: |
Robert Jaffe |
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Robert Jaffe Co., LLC |
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(424) 288-4098 |
LANNETT COMPLETES ACQUISITION OF SILARX PHARMACEUTICALS, INC.
Philadelphia, PA June 2, 2015 Lannett Company, Inc. (NYSE: LCI) today announced that it has completed the acquisition of privately held, Silarx Pharmaceuticals, Inc. and a related real estate entity (together Silarx), a manufacturer and marketer of liquid generic pharmaceutical products. As previously announced, Lannett signed the agreement to acquire Silarx on May 15, 2015.
Having invested time and resources in evaluating a number of potential acquisitions, we are extremely pleased that Silarx is now part of our company. Today, we are a larger, more diverse and more capable organization, said Arthur Bedrosian, chief executive officer of Lannett. The acquisition brings a high quality, talented work force that we intend to retain and an FDA-approved manufacturing facility into which we can quickly increase utilization. Silarx also adds an exciting pipeline that includes four Abbreviated New Drug Applications (ANDAs) with Paragraph 4 certification pending at the FDA and a number of complementary products.
About Lannett Company, Inc.:
Lannett Company, founded in 1942, develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. For more information, visit the companys website at www.lannett.com.
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statement, including, but not limited to, statements regarding the expected benefits of the acquisition, whether expressed or implied, is subject to market and other conditions, and subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the risk factors discussed in the Companys Form 10-K and other documents filed with the SEC from time to time. These forward-looking statements represent the Companys judgment as of the date of this news release. The Company disclaims any intent or obligation to update these forward-looking statements.
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