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): April 1, 2014
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Impax Laboratories, Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-34263 |
65-0403311 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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30831 Huntwood Avenue, Hayward, CA |
94544 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: |
(510) 240-6000 |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 1, 2014, Impax Laboratories, Inc. entered into an amendment to the employment agreement with each of Bryan Reasons, Michael Nestor, Carole Ben-Maimon, M.D., and Mark Schlossberg (collectively, the “Amendments”). The Amendments provide that a written notice of non-renewal of the term of such employment agreement will constitute good reason for such executive to resign and be eligible to receive severance benefits under the employment agreement.
The foregoing is a summary description of the terms and conditions of the Amendments and is qualified in its entirety by the text of the Amendments, which are attached hereto as Exhibits10.1 , 10 .2 , 10.3 and 10.4 and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits. |
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| The following exhibits are filed herewith. |
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Exhibit No. |
Description |
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10.1 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of December 12, 2012 by and between Impax Laboratories, Inc. and Bryan Reasons. |
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10.2 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of January 1, 2010 by and between Impax Laboratories, Inc. and Michael Nestor. |
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10.3 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of November 7, 2011 by and between Impax Laboratories, Inc. and Carole Ben-Maimon, M.D. |
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10.4 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of May 2, 2011 by and between Impax Laboratories, Inc. and Mark Schlossberg. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 2, 2014 | IMPAX LABORATORIES, INC . | ||
| By: | /s/ Bryan M. Reasons | ||
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Name: |
Bryan M. Reasons |
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Title: |
Senior Vice President, Finance and Chief Financial Officer |
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Exhibit No. |
Description |
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10.1 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of December 12, 2012 by and between Impax Laboratories, Inc. and Bryan Reasons. |
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10.2 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of January 1, 2010 by and between Impax Laboratories, Inc. and Michael Nestor. |
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10.3 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of November 7, 2011 by and between Impax Laboratories, Inc. and Carole Ben-Maimon, M.D. |
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10.4 |
Amendment dated as of April 1, 2014 to the Employment Agreement dated as of May 2, 2011 by and between Impax Laboratories, Inc. and Mark Schlossberg. |
Exhibit 10.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of April 1, 2014 (the “ Effective Date ”), by and between Impax Laboratories, Inc., a Delaware corporation (the “ Company ”), and Bryan M. Reasons (the “ Executive ”).
WHEREAS , the Company and the Executive are parties to that certain Employment Agreement between the Company and the Executive, dated as of December 12, 2012 (the “ Agreement ”), which sets forth the terms of the Executive’s employment with the Company;
WHEREAS , the Company and the Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows, effective as of the Effective Date.
1. The second sentence of Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following:
“This Agreement will automatically be renewed for single one-year periods unless written notice of non-renewal (a “ Non-Renewal Notice ”) is provided by either party at least ninety (90) days prior to the end of the Initial Term or the successive one-year period then in effect or unless earlier terminated as provided in this Agreement.”
2. The word “or” at the end of Section 5.1.3(vii) of the Agreement is hereby deleted.
3. The following sentence is hereby inserted as Section 5.1.3(viii) of the Agreement and the remaining subsection of Section 5.1.3 of the Agreement is hereby renumbered accordingly:
“(viii) the delivery to Executive by the Company of a Non-Renewal Notice; or”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
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EXECUTIVE |
IMPAX LABORATORIES, INC. |
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/s/ Bryan M. Reasons
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By: |
/s/ Allen Chao, Ph.D.
Title: Board Director |
Exhibit 10.2
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of April 1, 2014 (the “ Effective Date ”), by and between Impax Laboratories, Inc., a Delaware corporation (the “ Company ”), and Michael J. Nestor (the “ Executive ”).
WHEREAS , the Company and the Executive are parties to that certain Employment Agreement between the Company and the Executive, dated as of January 1, 2010 (the “ Agreement ”), which sets forth the terms of the Executive’s employment with the Company;
WHEREAS , the Company and the Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows, effective as of the Effective Date.
1. The second sentence of Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following:
“This Agreement will automatically be renewed for single one-year periods unless written notice of non-renewal (a “ Non-Renewal Notice ”) is provided by either party at least ninety (90) days prior to the end of the Initial Term or the successive one-year period then in effect or unless earlier terminated as provided in this Agreement.”
2. The word “or” at the end of Section 5.1.3(vii) of the Agreement is hereby deleted.
3. The following sentence is hereby inserted as Section 5.1.3(viii) of the Agreement and the remaining subsection of Section 5.1.3 of the Agreement is hereby renumbered accordingly:
“(viii) the delivery to Executive by the Company of a Non-Renewal Notice; or”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
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EXECUTIVE |
IMPAX LABORATORIES, INC. |
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/s/ Michael J. Nestor
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By: |
/s/ Allen Chao, Ph.D.
Title: Board Director |
Exhibit 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of April 1, 2014 (the “ Effective Date ”), by and between Impax Laboratories, Inc., a Delaware corporation (the “ Company ”), and Carole Ben-Maimon, M.D. (the “ Executive ”).
WHEREAS , the Company and the Executive are parties to that certain Employment Agreement between the Company and the Executive, dated as of November 7, 2011 (the “ Agreement ”), which sets forth the terms of the Executive’s employment with the Company;
WHEREAS , the Company and the Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows, effective as of the Effective Date.
1. The second sentence of Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following:
“This Agreement will automatically be renewed for single one-year periods unless written notice of non-renewal (a “ Non-Renewal Notice ”) is provided by either party at least ninety (90) days prior to the end of the Initial Term or the successive one-year period then in effect or unless earlier terminated as provided in this Agreement.”
2. The word “or” at the end of Section 5.1.3(vii) of the Agreement is hereby deleted.
3. The following sentence is hereby inserted as Section 5.1.3(viii) of the Agreement and the remaining subsection of Section 5.1.3 of the Agreement is hereby renumbered accordingly:
“(viii) the delivery to Executive by the Company of a Non-Renewal Notice; or”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
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EXECUTIVE |
IMPAX LABORATORIES, INC. |
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/s/ Carole Ben-Maimon, M.D.
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By: |
/s/ Allen Chao, Ph.D.
Title: Board Director |
Exhibit 10.4
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of April 1, 2014 (the “ Effective Date ”), by and between Impax Laboratories, Inc., a Delaware corporation (the “ Company ”), and Mark Schlossberg (the “ Executive ”).
WHEREAS , the Company and the Executive are parties to that certain Employment Agreement between the Company and the Executive, dated as of May 2, 2011 (the “ Agreement ”), which sets forth the terms of the Executive’s employment with the Company;
WHEREAS , the Company and the Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows, effective as of the Effective Date.
1. The second sentence of Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following:
“This Agreement will automatically be renewed for single one-year periods unless written notice of non-renewal (a “ Non-Renewal Notice ”) is provided by either party at least ninety (90) days prior to the end of the Initial Term or the successive one-year period then in effect or unless earlier terminated as provided in this Agreement.”
2. The word “or” at the end of Section 5.1.3(vii) of the Agreement is hereby deleted.
3. The following sentence is hereby inserted as Section 5.1.3(viii) of the Agreement and the remaining subsection of Section 5.1.3 of the Agreement is hereby renumbered accordingly:
“(viii) the delivery to Executive by the Company of a Non-Renewal Notice; or”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
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EXECUTIVE |
IMPAX LABORATORIES, INC. |
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/s/ Mark Schlossberg
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By: |
/s/ Allen Chao, Ph.D.
Title: Board Director |