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): March 28, 2018
LANNETT COMPANY, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO. 001-31298
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State of Delaware |
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23-0787699 |
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(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this Chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangement
On March 28, 2018, Lannett Company, Inc. (the “Company”) and Timothy C. Crew, the Chief Executive Officer of the Company, entered into an Addendum to Employment Agreement (the “Addendum”), pursuant to which the Company and Mr. Crew amended the Employment Agreement between the Company and Mr. Crew dated effective as of January 2, 2018 (the “Employment Agreement”)
The Addendum amended the Employment Agreement by removing the ability of Mr. Crew to terminate his employment for “Good Reason” (as defined in the Employment Agreement) upon providing written notice of his resignation within (30) days after a “Change in Control” (as defined in the Employment Agreement), in the event that a Change in Control occurs before December 31, 2018. The purpose of the Addendum is to align the provisions of the Employment Agreement with what the Company believes adheres to best corporate governance and compensation practices.
The description of the Addendum contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.49 hereto, and is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No. |
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Description |
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10.49 |
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Addendum to Employment Agreement of Timothy C. Crew dated March 28, 2018 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LANNETT COMPANY |
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By: |
/s/ Samuel H. Israel |
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Chief Legal Officer and General Counsel |
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Date: April 2, 2018 |
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ADDENDUM TO EMPLOYMENT AGREEMENT OF TIMOTHY C. CREW
THIS ADDENDUM (the “Addendum”) to the Employment Agreement (as defined below) is made and entered into as of March 28, 2018 (the “Effective Date”) by and between Timothy C. Crew (“Executive”) and Lannett Company, Inc. (“Company”).
WHEREAS, Executive and Company are parties to that certain Employment Agreement effective as of January 2, 2018 (the “Employment Agreement”);
WHEREAS, Executive and Company now wish to amend the Employment Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration of $1,000.00, receipt of which is hereby acknowledged, it is hereby agreed that the Employment Agreement is amended as follows:
1. Section 9(b) is amended to remove the following sentence at the end of the second paragraph of such section: “Executive also resigns with ‘Good Reason’ if he provides written notice of his resignation within thirty (30) days after a Change in Control (as defined below) in the event that such Change in Control occurs on or before December 31, 2018.”
2. For the sake of clarity, nothing in Section 9(c) is intended to limit in any way Executive’s right to Severance Pay as set forth in Section 9(b) if a Termination without Cause occurs more than 24 months after a Change in Control.
3. Except to the extent expressly modified by this Addendum, all terms and conditions of the Employment Agreement shall remain the same and in full force and effect.
4. This Addendum, together with the Employment Agreement, represents the complete agreement between the parties and cannot be altered or amended except by a subsequent writing signed by all parties.
IN WITNESS WHEREOF, this Addendum has been executed by the parties as of the Effective Date.
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/s/ Samuel H. Israel |
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/s/ Timothy C. Crew |
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Witness: Samuel H. Israel |
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Timothy C. Crew |
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March 28, 2018 |
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March 28, 2018 |
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LANNETT COMPANY, INC. |
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By: |
/s/ Jeffrey Farber |
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Jeffrey Farber |
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Chairman of the Board of Directors |
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March 28, 2018 |
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Date |
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