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):  December 13, 2018

 

 

LANNETT COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

COMMISSION FILE NO. 001-31298

 

State of Delaware

 

23-0787699

(State of Incorporation)

 

(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 December 13, 2018, the Board of Directors of Lannett Company, Inc. (the “Company”) adopted a retention bonus plan (the “Retention Plan”) that applies to the following executive officers of the Company: Timothy C. Crew, Martin P. Galvan, Samuel H. Israel, John Kozlowski, John Abt, Robert Ehlinger and Maureen Cavanaugh (collectively, the “Participants”). The purpose of the Retention Plan is to ensure that the expertise of such Participants is preserved for the benefit of the Company through at least December 1, 2019.

 

Pursuant to the Retention Plan, each Participant will receive a retention bonus in the amount of one year of his current base salary in the event that such Participant (i) remains employed by the Company and performs his duties and responsibilities in a satisfactory manner through December 1, 2019 or (ii) is terminated other than for Cause (as such term is defined in each Participant’s employment agreement with the Company) before December 1, 2019.

 

The foregoing description of the Retention Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Retention Plan Bonus Letter, which is filed as Exhibit 10.53 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.                               Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description of Exhibit

10.53

 

Form of Retention Plan Bonus Letter

 

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.

 

LANNETT COMPANY

 

 

 

 

 

 

 

By:

/s/ Samuel H. Israel

 

 

Chief Legal Officer and General Counsel

 

 

Date: December 18, 2018

 

 

2

Exhibit 10.53

 

December 13, 2018

 

[NAME OF EXECUTIVE]

[ADDRESS OF EXECUTIVE]

 

Dear [NAME OF EXECUTIVE],

 

I am very pleased to let you know you have been chosen by Lannett’s Board of Directors to receive a special retention incentive award, which is being granted to a very select group of key executives.  This award is in recognition of your commitment and contributions during this time of transition of the Company and its business.

 

As part of this award, you will be eligible to receive a one-time special award of $XXX, representing one year of your current base salary, less applicable taxes and withholdings, which will be paid to you in December 2019.

 

Due to the sensitive nature and the limited number of executives receiving this special award, we ask that you use good discretion.

 

Additional Terms:

 

·                   In order to be eligible for the retention incentive award, you must, within the discretion of the Board of Directors, remain in good standing, meet performance expectations, and be an active employee as of December 1, 2019 (except as set forth below).

·                   The retention incentive award payment will be made in the second regularly scheduled payroll of December 2019 (the “ Payment Date ”).

·                   In the event you resign or the Company terminates you for Cause prior to the Payment Date, you shall not be entitled to receive any portion of the retention incentive award.

·                   If the Company terminates you without Cause in connection with or following the occurrence of a Change in Control but prior to the Payment Date, you shall be entitled to the full payment of the retention incentive award on the Payment Date.

·                   If the Company terminates you without Cause prior to the Payment Date not in connection with or following the occurrence of a Change in Control, you shall be entitled to the full payment of the retention incentive award on the Payment Date.

·                   Nothing in this letter shall be deemed to change the nature of your employment with Lannett or the terms of your employment agreement with Lannett.

·                   For purposes of this letter, the terms Cause and Change in Control shall have the same meanings set forth in your employment agreement with Lannett.

 

 

Please indicate your understanding of this arrangement by signing this letter and returning it to the Compensation Manager.

 

On behalf of Lannett, I would like to thank you for your significant contributions to the business and wish you continued success.  Should you have any questions, please speak to the Sr. Director of Human Resources.

 

Best regards,

 

 

 

Acknowledged by:

 

 

 

 

 

 

 

[NAME OF EXECUTIVE]

 

 

 

Date: December    , 2018