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):  July 31, 2019

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

LCI

 

New York Stock Exchange

 

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.

 

(c)                                               Appointment of Vice President of Finance and Chief Financial Officer

 

The Board of Directors of Lannett Company, Inc. (the “Company”) appointed John Kozlowski as Vice President of Finance and the Chief Financial Officer of the Company effective August 31, 2019.

 

Mr. Kozlowski, 47, joined the Company in 2009 as Corporate Controller and was promoted in 2016 to Vice President Financial Operations & Corporate Controller.  In October 2017, Mr. Kozlowski was promoted to Chief Operating Officer.  In April 2018, Mr. Kozlowski was promoted to Chief of Staff and Strategy Officer.  Prior to joining the Company, Mr. Kozlowski served in senior finance and accounting roles for Optium Corporation and Finisar Australia.  He earned a Bachelor of Arts degree in finance from James Madison University and a Masters of Business Administration degree from Rider University.

 

(e)                                               Compensatory Arrangement

 

On July 31, 2019, the Company and Mr. Kozlowski entered into a Second Amendment to Restated Employment Agreement (the “Second Amendment to Employment Agreement”), pursuant to which his annual base salary will be increased to $385,000 commencing August 5, 2019, and pursuant to which Mr. Kozlowski is appointed Vice President of Finance and Chief Financial Officer.  The remainder of the term of Mr. Kozlowski’s Restated Employment Agreement dated as of October 26, 2017, which is incorporated by reference to Exhibit 10.46 on the Company’s Current Report on Form 8-K dated November 1, 2017 , as amended, remains in full force and effect.

 

The description of the Second Amendment to Employment Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to Employment Agreement, which is filed as Exhibit 10.56 hereto, and is incorporated herein by reference.

 

Item 9.01                                            Financial Statements and Exhibits

 

(d)                                                          Exhibits

 

Exhibit No.

 

Description

 

 

 

10.56

 

Second Amendment to Restated Employment Agreement of John Kozlowski, dated as of July 31, 2019

 

 

 

99.1

 

August 1, 2019 Press Release

 

2

 

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: August 1, 2019

 

 

3

EXHIBIT 10.56

 

SECOND AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT
OF JOHN KOZLOWSKI

 

THIS SECOND AMENDMENT (the “Second Amendment”) to the Restated Employment Agreement (as defined below) is made and entered into as of July 31, 2019 (the “Second Amendment Effective Date”) by and between John Kozlowski (“Executive”) and Lannett Company, Inc. (“Company”).

 

WHEREAS, Executive and Company are parties to that certain Restated Employment Agreement effective as of October 26, 2017 (the “Restated Employment Agreement”);

 

WHEREAS, as a result of Executive’s promotion to the position of Chief of Staff and Strategy Officer, Executive and Company signed an Amendment to Restated Employment Agreement of John Kozlowski dated April 30, 2018 (“Amendment”).

 

WHEREAS, as a result of Executive’s promotion to the position of Vice President of Finance and Chief Financial Officer, effective as of August 31, 2019, Executive and Company now wish to amend further the Restated Employment Agreement of John Kozlowski as follows:

 

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, it is hereby agreed that the Restated Employment Agreement, as amended by the Amendment, is further amended as follows:

 

1.                                       Paragraph 1 of the Restated Employment Agreement shall be deleted and replaced with the following:

 

Employment.

 

As of August 31, 2019, Company hereby employs Executive as its Vice President of Finance and Chief Financial Officer, and Executive accepts such employment.

 

 

2.                                       Paragraph 3 of the Restated Employment Agreement, as amended by paragraph 1 of the Amendment, shall be deleted in its entirety and replaced with the following

 

Duties.

 

As of the Second Amendment Effective Date, Executive shall devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by a Vice President of Finance and Chief Financial Officer, and any additional duties assigned to him from time to time by the Chief Executive Officer (“CEO”), and/or the Board of Directors of Company.  Executive shall report directly to the CEO of Company. Executive agrees to use his best efforts and comply with all fiduciary and professional standards in the performance of his duties hereunder.  Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement.  Executive represents and warrants to Company that, at all times during the Term, he will fulfill his duty of loyalty to Company; and he will act in the best interests of Company’s shareholders.

 

3.                                       Paragraph 4 of the Restated Employment Agreement shall be deleted in its entirety and replaced with the following:

 

Base Salary.

 

Effective as of the August 5, 2019, Executive shall be paid a base salary of Three Hundred and Eighty Five Thousand Dollars and no cents ($385,000.00) per annum for the Term, payable, less applicable withholdings, in proportional monthly payments or more frequently in accordance with Company’s regular practice.  Salary for a portion   of any period shall be prorated.  The Compensation Committee of the Board of Directors and CEO will conduct an annual performance review of Executive and, as part of such review, will consider adjustments to the base salary as set forth herein based on the performance of both Executive and Company.

 

4.                                       Except to the extent expressly modified by this Second Amendment, all terms and conditions of the Restated Employment Agreement shall remain the same and in full force and effect.

 

2

 

5.                                       This Second Amendment, together with the Amendment and the Restated Employment Agreement, represent 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.

 

/s/ Samuel H. Israel

 

/s/ John Kozlowski

Witness

 

John Kozlowski

 

 

 

 

 

 

July 31, 2019

 

July 31, 2019

Date

 

Date

 

 

 

 

 

 

 

 

 

LANNETT COMPANY, INC.

 

 

 

 

 

By:

/s/ Timothy C. Crew

 

 

 

Timothy C. Crew,

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

July 31, 2019

 

 

 

Date

 

3

Exhibit 99.1

 

Contact:

Robert Jaffe

 

Robert Jaffe Co., LLC

 

(424) 288-4098

 

LANNETT APPOINTS JOHN KOZLOWSKI CFO

 

Philadelphia, PA — August 1, 2019 — Lannett Company, Inc. (NYSE: LCI) today announced the appointment of John Kozlowski as chief financial officer (CFO), effective August 31, 2019.  He succeeds Martin Galvan, who, as previously announced, will retire on August 30, 2019, following the planned submission of the company’s Form 10-K for fiscal year 2019.  Kozlowski presently serves as the company’s chief of staff and strategy officer.

 

“John brings more than 20 years of financial and managerial experience to his new role as CFO,” said Tim Crew, chief executive officer of Lannett.  “Since joining Lannett 10 years ago, he has held multiple, senior-level positions in our finance department, including vice president financial operations and before that corporate controller.  His financial expertise is complemented by recent executive roles as our chief of staff and strategy officer and before that as our chief operating officer.  John is a critical thinker and his deep knowledge of the company and our industry will help ensure a smooth transition.”

 

Crew added that Kozlowski emerged as the clear choice for CFO after the company conducted a robust search, which included internal and external candidates, with assistance from a global executive search firm.

 

Prior to joining Lannett, Kozlowski, 47, held senior finance positions with Finisar Australia (formerly Optium Australia) and Optium Corporation.  Kozlowski earned a Master of Business Administration degree from Rider University and a Bachelor degree in finance from James Madison University.

 

Galvan will retire after serving for eight years as CFO of Lannett; he will remain available to the company for advisory support.

 

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 company’s website at www.lannett.com.

 

# # #