8-K

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

Date of Report:  March 5, 2012

Date of Earliest Event Reported: February 28, 2012

Akorn, Inc.

(Exact Name of Registrant as Specified in its Charter)

Louisiana	001-32360	72-0717400
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1925 W. Field Court, Suite 300

Lake Forest, Illinois  60045

(Address of principal executive offices)

(847) 279-6100

(Registrant’s telephone number, including area code)

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

[  ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 28, 2012, Akorn India Private Limited (“AIPL”), a wholly owned subsidiary of Akorn, Inc. (the “Company”) completed and closed on its previously announced acquisition of selected assets of Kilitch Drugs (India) Limited (“KDIL”) (the “Kilitch Acquisition”).  This acquisition was pursuant to the terms of the Business Transfer Agreement (the “BTA”) entered into among the Company, KDIL and the members of the promoter group of KDIL on October 5, 2011.  In accordance with terms contained in the BTA, the Company also closed on a related Product Transfer Agreement between the Company and NBZ Pharma Limited (“NBZ”), a company associated with KDIL.  The primary asset transferred was KDIL’s manufacturing plant in Paonta Sahib, Himachal Pradesh, India, along with its existing book of business.

AIPL paid a total of approximately USD $59.9 million at, and shortly after, closing related to the BTA.  This total consisted of approximately $52.1 million in base consideration, $4.0 million in reimbursement for capital expenditures made by KDIL between April 1, 2012 and the closing date, $2.0 million related to contingent consideration earned by the closing date, and $1.8 million in taxes and duties related to transfer of the land and the business.  In addition to the amounts paid at closing, AIPL may owe up to approximately another $4.0 million in contingent consideration subject to achievement of certain milestones.

The foregoing description of various terms of the BTA is qualified in its entirety by reference to the full text of the BTA, a copy of which was included as Exhibit 2.1 to the first of two Current Reports on Form 8-K filed by the Company on October 6, 2011, and is incorporated herein by reference.

Attached as Exhibit 99.1 and incorporated by reference into this Item 2.01 is a copy of the press release issued by the Company, dated February 28, 2011. This information shall not be deemed "filed"for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements, to the extent required by this item with respect to the Kilitch Acquisition, will be filed by amendment to this Report no later than 71 calendar days after the date on which this Report was required to be filed pursuant to Item 2.01.

(b) Pro forma Financial Information.

The pro forma financial information, to the extent required by this item with respect to the Kilitch Acquisition, will be filed by amendment to this Report no later than 71 calendar days after the date on which this Report was required to be filed pursuant to Item 2.01.

(d) Exhibits.

 See the Exhibit Index, which is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Akorn, Inc.
Date: March 5, 2012	By:	/s/  Timothy A. Dick
		Timothy A. Dick
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated February 28, 2012, announcing the Company’s closing of its acquisition of selected assets of KDIL.

EX-99.1

Exhibit 99.1

At the Company:

Akorn, Inc.

Tim Dick, Chief Financial Officer

(847) 279-6150

FOR IMMEDIATE RELEASE

Akorn Completes the Acquisition of Certain Assets of Kilitch Drugs in India

LAKE FOREST, IL— February 28, 2012 -- Akorn, Inc. (NASDAQ: AKRX), a niche generic pharmaceutical company (the “Company”), announced today that its wholly owned subsidiary, Akorn India Private Limited (“AIPL”), has completed and closed the previously announced acquisition of certain assets of Kilitch Drugs India Limited (“KDIL”), a leading contract manufacturer of sterile injectables in India, as well as certain assets of NBZ Pharma Limited.

Raj Rai, Chief Executive Officer commented, “We look forward in establishing our global presence with this acquisition as well as expanding our capabilities in becoming a world class sterile injectables manufacturer.  We also look forward in working closely with the Promoters of KDIL to provide a smooth transition in the coming months.”

About Akorn, Inc.

Akorn, Inc. is a niche pharmaceutical company engaged in the development, manufacture and marketing of multisource and branded pharmaceuticals.  Akorn has manufacturing facilities located in Decatur, Illinois and Somerset, New Jersey where the Company manufactures ophthalmic and injectable pharmaceuticals.  Additional information is available on the Company’s website at www.akorn.com.

About Kilitch Drugs India Limited

Kilitch Drugs (India) Limited [BSE: 524500; NSE: KILITCH] is a listed Indian pharmaceutical company engaged in manufacturing and marketing of generic pharmaceutical formulations in multiple dosage forms, including injectables (liquid and dry), solids, liquids and parenterals. The company has two formulation manufacturing facilities, located in Navi Mumbai and Paonta Sahib, and it has forayed into marketing and distribution of ophthalmology range of products in India and certain overseas markets. Additional information is available on Kilitch’s website at www.kilitch.in.

Forward Looking Statement

Certain statements in this press release that are not strictly historical may be “forward-looking” statements, which are intended to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements relate to future events or future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that could materially affect our actual results, levels of activity, performance or achievements include, but are not limited to, the following items: (i) Our ability to generate cash from operations sufficient to meet our working capital requirements; (ii) Our ability to sustain positive relationships with our major customers; (iii) The effects of federal, state and other governmental regulation on our business; (iv) Our success in developing, manufacturing, acquiring and marketing new products; (v) The success of our strategic partnerships for the development and marketing of new products; (vi) Our ability to comply with all of the requirements of the U.S. Food and Drug Administration (“FDA”), including current Good Manufacturing Practices regulations; (vii) Our ability to bring new products to market and the effects of sales of such products on our financial results; (viii) The effects of competition from generic pharmaceuticals and from other pharmaceutical companies; (ix) Our ability to effectively integrate acquired businesses; (x) Our ability to raise funds to pay interest on our outstanding convertible senior notes or repurchase the notes upon a fundamental change; (xi) Our ability to obtain additional funding or financing to operate and grow our business; (xii) Availability of raw materials needed to produce our products. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included within the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC and the risks discussed in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required by law, the Company undertakes no obligation to address or publicly update or revise these forward-looking statements to reflect new information, events or circumstances. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with the Company’s periodic SEC filings.