U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission File No. 0-9036
LANNETT COMPANY, INC.
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 23-0787-699
State of Incorporation I.R.S. Employer I.D. No.
9000 STATE ROAD
PHILADELPHIA, PENNSYLVANIA 19136
(215) 333-9000
(Address of principal executive offices and telephone number)
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes No X
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
--- ---
Aggregate market value of Common stock held by non-affiliates of the
Registrant, as of December 31, 2003 was $95,366,862 based on the closing price
of the stock on the American Stock Exchange.
As of August 18, 2004, there were 24,083,847 shares of the issuer's
common stock, $.001 par value, outstanding.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
LANNETT COMPANY, INC.
Date: December 21, 2004 By: /s/ William Farber
-------------------------
William Farber,
Chairman of the Board and
Chief Executive Officer
Date: December 21, 2004 By: /s/ Michael Tuterice
-------------------------
Michael Tuterice,
Interim Chief Financial Officer
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SECTION AMENDED:
The Company hereby amends the Exhibit Index, as set forth herein, and files an
updated Exhibit 23.
EXHIBIT INDEX
Exhibit Description Method of Filing
Number
Page
------------- ------------------------------------- ---------------------------------------------------------
3.1 Articles of Incorporation Incorporated by reference to the Proxy Statement filed
with respect to the Annual Meeting of Shareholders held
on December 6, 1991 (the "1991 Proxy Statement").
3.2 By-Laws, as amended Incorporated by reference to the 1991 Proxy Statement.
4 Specimen Certificate for Common Stock Incorporated by reference to Exhibit 4(a) to Form 8 dated
April 23, 1993 (Amendment No. 3 to Form 10-KSB for Fiscal
1992) ("Form 8")
10.1 Line of Credit Note dated March 11, Incorporated by reference to Exhibit 10(ad) to the Annual
1999 between the Company and first Report on 1999 Form 10-KSB
Union National Bank
10.2 Philadelphia Authority for Industrial Incorporated by reference to Exhibit 10(ae) to the Annual
Development Taxable Variable Rate Report on 1999 Form 10-KSB
Demand/Fixed Rate Revenue Bonds,
Series of 1999
10.3 Philadelphia Authority for Industrial Incorporated by reference to Exhibit 10(af) to the Annual
Development Tax-Exempt Variable Rate Report on 1999 Form 10-KSB
Demand/Fixed Revenue Bonds (Lannett
Company, Inc. Project) Series of 1999
10.4 Letter of Credit and Agreements Incorporated by reference to Exhibit 10(ag) to the Annual
supporting bond issues between the Report on 1999 Form 10-KSB
Company and First Union National Bank
10.5 2003 Stock Option Plan Incorporated by reference to the Proxy Statement for
Fiscal Year Ending June 30, 2002
10.6 Terms of Employment Agreement with Incorporated by reference to Exhibit 10.6 to the Annual
Kevin Smith Report on 2003 Form 10-KSB
10.7 Terms of Employment Agreement with Incorporated by reference to Exhibit 10 to the Quarterly
Arthur Bedrosian Report on Form 10-Q dated May 12, 2004.
10.8 Terms of Employment Agreement with Filed Herewith
Larry Dalesandro
10.9 (Note A) Agreement between Lannett Company, Incorporated by reference to Exhibit 10.9 to the Annual
Inc. and Siegfried (USA), Inc. Report on 2003 form 10-KSB
10.10 (Note A) Agreement between Lannett Company, Incorporated by reference to Exhibit 2.1 to Form 8-K
Inc. and Jerome Stevens, dated April 20, 2004
Pharmaceutical, Inc.
11 Computation of Earnings Per Share Filed Herewith
13 Annual Report on Form 10-K Filed Herewith
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Exhibit Description Method of Filing
Number
Page
------------- ------------------------------------- ---------------------------------------------------------
21 Subsidiaries of the Company Filed Herewith
23 Consent of Grant Thornton Filed Herewith
31.1 Certification of Chief Executive Filed Herewith
Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Filed Herewith
Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Filed Herewith
Officer and Chief Financial Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Note A: Portions of Exhibits 10.9 and 10.10 have been omitted pursuant to a
request for confidential treatment. A complete copy of Exhibit 10.9 and 10.10,
including redacted portions thereof, have been filed with the Securities and
Exchange Commission.
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