0001437749-15-013414.txt : 20150708 0001437749-15-013414.hdr.sgml : 20150708 20150708160839 ACCESSION NUMBER: 0001437749-15-013414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150702 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150708 DATE AS OF CHANGE: 20150708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAX LABORATORIES INC CENTRAL INDEX KEY: 0001003642 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 650403311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34263 FILM NUMBER: 15979226 BUSINESS ADDRESS: STREET 1: 30831 HUNTWOOD AVENUE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 510-240-6000 MAIL ADDRESS: STREET 1: 30831 HUNTWOOD AVENUE CITY: HAYWARD STATE: CA ZIP: 94544 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL PHARMACEUTICAL CORP \DE\ DATE OF NAME CHANGE: 19951117 8-K 1 ipxl20150707_8k.htm FORM 8-K ipxl20150707_8k.htm

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 2, 2015

 

 

Impax Laboratories, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

001-34263

  

65-0403311

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

30831 Huntwood Avenue, Hayward, CA

  

94544

(Address of principal executive offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code:

(510) 240-6000

 

Not Applicable

(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)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 
 

 

Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Submission of Matters to a Vote of Security Holders.

 

On July 6, 2015, Impax Laboratories, Inc. (the “Company”) announced that Larry Hsu, Ph.D., a member of the Company’s Board of Directors (the “Board”) resigned from the Board effective as of July 2, 2015. Dr. Hsu was a co-founder of the Company and had served as the Company’s President and Chief Executive Officer from October 2006 until April 2014.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On and effective July 7, 2015, the Board amended the amended and restated bylaws of the Company, as amended (the “Bylaws”). The amendment to the Bylaws (“Amendment No. 2”) amend Article III, Section 14 of the Bylaws to decrease the maximum number of directors authorized to serve on the Board from nine to eight. As amended, this section provides that the authorized number of directors shall be no less than one nor more than eight.

 

The foregoing summary of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01     Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

The following exhibit is filed herewith.

 

Exhibit No.

  

Description

3.1

  

Amendment No. 2 to the Amended and Restated Bylaws of Impax Laboratories, Inc.

 

 
 
 

 

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: July 8, 2015

IMPAX LABORATORIES, INC  

 

 

 

 

 

 

 

 

 

By:

/s/ Bryan M. Reasons          

 

 

 

 

 

 

Name: 

Bryan M. Reasons

 

 

Title:

Senior Vice President, Finance and Chief Financial Officer

 

 
 
 

 

Exhibit No.

  

Description

3.1

  

Amendment No. 2 to the Amended and Restated Bylaws of Impax Laboratories, Inc.

 

 

 EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm

Exhibit 3.1

 

AMENDMENT NO. 2 TO

AMENDED AND RESTATED BYLAWS OF

IMPAX LABORATORIES, INC., AS AMENDED

 

The Amended and Restated Bylaws of Impax Laboratories, Inc., as amended (the “Bylaws”) are hereby amended as follows:

 

 

1.

Section 14 of Article III shall be amended and restated in its entirety to read as follows:

 

“SECTION 14. NUMBER. The authorized number of directors shall be no less than one nor more than eight. Within the foregoing limits, the number of directors shall be fixed from time to time by resolution adopted by the Board. (Del Code Ann., tit. 8, §§ 141(b)).”

 

 

2.

    Except as expressly modified hereby, the Bylaws and all the provisions contained therein shall remain in full force and effect.

 

This Amendment No. 2 to the Bylaws was adopted by the Board of Directors of Impax Laboratories, Inc., effective July 7, 2015.

 

 

 

/s/ Mark A. Schlossberg

Name: Mark A. Schlossberg

Title:   Senior VP, General Counsel and Corporate Secretary