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: May 8, 2012(Date of Earliest Event Reported:  May 4, 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 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 2.02    Results of Operations and Financial Condition

On May 8, 2012, Akorn, Inc. issued a press release announcing financial results for the quarter ended March 31, 2012.  A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this report, including the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.07     Submission of Matters to a Vote of Security Holders

On May 4, 2012, Akorn, Inc. held its annual meeting of shareholders.  At that meeting, by proxy vote, the shareholders of the Company voted affirmatively to elect seven directors, to ratify the Audit Committee’s selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, and to approve by non-binding advisory vote the Company’s current executive compensation program.

1. Election of Directors. The following seven individuals were elected to serve as directors of the Company for a one-year term beginning immediately and continuing until the date of the Company’s 2013 annual meeting of shareholders and until his or her successor is elected and has qualified:

Nominee	Votes For	Votes Withheld	Broker Non Votes
John N. Kapoor, Ph.D.	75,000,019	1,775,181	12,136,813
Kenneth S. Abramowitz	76,738,919	36,281	12,136,813
Adrienne L. Graves, Ph.D.	76,737,269	37,931	12,136,813
Ronald M. Johnson	74,152,475	2,622,725	12,136,813
Steven J. Meyer	76,393,299	381,901	12,136,813
Brian Tambi	76,632,931	142,269	12,136,813
Alan Weinstein	76,391,499	383,701	12,136,813

2. Ratification of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012. Ratification required affirmative vote of a majority of the votes cast. Voting results were as follows:

	Shares Voted	Percent of Votes Cast
For	88,795,079	99.9%
Against	96,978	0.1%
Abstain	19,956	0.0%
Broker Non Votes	0	n/a

3. Non-binding advisory vote to approve the Company’s current executive compensation program. The advice of shareholders is based on the majority of votes cast, with abstentions and non-votes having no impact on the results. Voting results were as follows:

	Shares Voted	Percent of Votes Cast
For	75,147,750	97.9%
Against	1,562,697	2.0%
Abstain	64,753	0.1%
Broker Non Votes	12,136,813	n/a

Item 9.01    Financial Statements and Exhibits.

(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.
		By:	/s/ Timothy A. Dick
			Timothy A. Dick
			Chief Financial Officer
Date:	May 8, 2012

Exhibit Index

Exhibit No.	Description of Exhibit.
99.1	Press release issued by Akorn, Inc. on May 8, 2012 announcing financial results for the quarter ended March 31, 2012.

EX-99.1

Exhibit 99.1

Akorn Reports Record First Quarter 2012 Financial Results

-Reports Record Q1 Revenue of $51.7 million and Q1 Adjusted EPS of $0.13-

LAKE FOREST,Ill--(BUSINESS WIRE)--May 8, 2012--Akorn, Inc. (NASDAQ: AKRX), a niche generic pharmaceutical company, today reported financial results for the first quarter of 2012.

First Quarter Highlights

• Eleventh consecutive quarter of growth in core revenue and adjusted EBITDA. Akorn’s core business consists of the ophthalmic, hospital drugs & injectables and contract services segments.
• Revenue growth of 103% over the comparable prior year quarter, or 46% excluding the impact of acquisitions.
• Generated $8.2 million in operating cash flow and ended quarter with $28.3 million in cash and cash equivalents.
• Completed the acquisition of certain assets of Kilitch Drugs (India) Limited which expands the Company’s capacity and capabilities in sterile injectables.
• Filed three new internally developed ANDAs with a combined annual market size of $625 million.
• On April 10, announced the FDA approval of vancomycin hydrochloride capsules, the generic version of ViroPharma’s Vancocin©.

Raj Rai, Chief Executive Officer commented, “Our business continues to demonstrate solid growth metrics as a result our ability to re-launch products amidst drug shortages and the recently closed acquisition of products from Lundbeck and operating assets from Kilitch Drugs (India) Limited. We are excited about the growth opportunities going into the second half of this year, in particular, the recently announced FDA approval of our generic oral Vancocin®.”

Consolidated revenue for the first quarter of 2012 was $51.7 million, up 103% over the comparable prior year quarter consolidated revenue of $25.4 million, and up 46% excluding the impact of acquisitions. Organic growth came from market share gains in established products, injectable drug shortages and the relaunch of certain injectable and ophthalmic products, partially offset by decreases in contract services revenue. Additional year-over-year growth came from the acquisitions of AVR, Lundbeck products and certain assets of Kilitch Drugs (India) Limited.

Consolidated gross margin for the first quarter of 2012 was 60% compared to 56% in the comparable prior year period. Sustained improvements in gross margin are the result of favorable product mix, the acquisition of higher margin products from Lundbeck, and higher utilization of plant capacities.

Net income for the first quarter of 2012 was $8.5 million, or $0.08 per diluted share compared to net income of $5.8 million, or $0.06 per diluted share in the comparable prior year quarter. The year-over-year comparison was impacted by the Federal income tax provision and interest expense related to the Company’s convertible debt. The Company was not recording a Federal income tax provision in the first quarter of 2011 and issued convertible debt in June of 2011. These two items totaled $0.06 of expense per diluted share in the first quarter of 2012.

Non-GAAP adjusted net income for the first quarter of 2012 was $14.0 million, or $0.13 per diluted share compared to non-GAAP adjusted net income of $6.9 million, or $0.07 per diluted share in the comparable prior year quarter.

First quarter 2012 non-GAAP Adjusted EBITDA was $19.9 million, up 137% compared with $8.4 million in the comparable prior year quarter. Non-GAAP financial measures are defined further below under “Non-GAAP Financial Measures.”

The Company generated $8.2 million in positive cash flow from operating activities in the first quarter of 2012 and ended the quarter with $28.3 million in cash and cash equivalents.

2012 Outlook

The Company affirms its previously issued 2012 outlook, with the exception of capital spending which has been updated to include the needs of Akorn India Private Limited. This revised outlook excludes the impact of vancomycin hydrochloride capsules and any new approvals after May 8, 2012.

Total revenues	$228 – 238	Million
Total gross margin percentage	58 – 60	%
SG&A expenses	$49 – 51	million
R&D expenses	$15 – 18	million
Tax provision	$24 – 26	million
GAAP net income	$36 – 39	million
GAAP net income per diluted share	$0.33 – 0.36
Adjusted net income	$48 – 51	million
Adjusted net income per diluted share	$0.44 – 0.46
Adjusted EBITDA	$88 – 93	million
Capital expenditures	$30 - 40	million

Akorn’s R&D Pipeline

The Company has 39 ANDAs filed with the FDA with a combined annual market size of approximately $4.0 billion. The Company has completed development work on 7 additional products with a combined annual market size of approximately $1.2 billion and expects to file these products with the FDA shortly.

First Quarter 2012 Conference Call

The Company will host a conference call at 10:00 a.m. Eastern Time on Tuesday, May 8, 2012, to discuss first quarter 2012 results followed by a Q&A session. The domestic call-in number is (877) 723-9517 and the international call-in number is (719) 325-4747. The confirmation code for all callers is 3062574. The URL for the webcast is http://www.videonewswire.com/event.asp?id=86591.

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, Somerset, New Jersey and Paonta Sahib, India where the Company manufactures ophthalmic and injectable pharmaceuticals. Additional information is available on the Company’s website at www.akorn.com.

Forward Looking Statement

This press release includes statements that may constitute "forward-looking statements", including projections of certain measures of Akorn's results of operations, projections of certain charges and expenses, and other statements regarding Akorn's goals, regulatory approvals and strategy. Akorn cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Factors that could cause or contribute to such differences include, but are not limited to: statements relating to future steps we may take, prospective products, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results. 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 its periodic SEC filings. You are advised, however, to consult any further disclosures we make on related subjects in our reports filed with the SEC. In particular, you should read the discussion in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in our most recent Annual Report on Form 10-K, as it may be updated in subsequent reports filed with the SEC. That discussion covers certain risks, uncertainties and possibly inaccurate assumptions that could cause our actual results to differ materially from expected and historical results. Other factors besides those listed there could also adversely affect our results.

Non-GAAP Financial Measures

In addition to reporting all financial information required in accordance with generally accepted accounting principles (GAAP), Akorn is also reporting Adjusted EBITDA, Adjusted net income and Adjusted net income per diluted share, which are non-GAAP financial measures. Since Adjusted EBITDA, Adjusted net income and Adjusted net income per diluted share are not GAAP financial measures, they should not be used in isolation or as a substitute for consolidated statements of operations and cash flow data prepared in accordance with GAAP. In addition, Akorn’s definitions of Adjusted EBITDA, Adjusted net income and Adjusted net income per diluted share may not be comparable to similarly titled non-GAAP financial measures reported by other companies. For a full reconciliation of Adjusted EBITDA and Adjusted net income to GAAP net income (loss), please see the attachments to this earnings release.

Adjusted EBITDA, as defined by the company, is calculated as follows:

Net income (loss), plus:

• Interest income (expense), net
• Provision for income taxes
• Depreciation and amortization
• Non-cash expenses, such as share-based compensation expense, changes in the fair value of warrants, and deferred financing cost amortization
• Other adjustments, such as equity in earnings of unconsolidated joint venture related to the sale of the joint venture's assets, and amortization of the fair value adjustment to inventory acquired through business acquisitions

Adjusted net income, as defined by the company, is calculated as follows:

Income (loss) before income taxes, plus:

• Intangible asset amortization
• Non-cash expenses, such as non-cash interest, share-based compensation expense, changes in the fair value of warrants, and deferred financing cost amortization
• Other adjustments, such as equity in earnings of unconsolidated joint venture related to the sale of the joint venture's assets, and amortization of the fair value adjustment to inventory acquired through business acquisitions
• Less an estimated cash tax provision, net of the benefit from utilizing NOL carry-forwards.

Adjusted net income per diluted share is equal to Adjusted net income divided by the actual or anticipated diluted share count for the applicable period.

AKORN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
IN THOUSANDS, EXCEPT PER SHARE DATA
(UNAUDITED)
	THREE MONTHS ENDED
	MARCH 31,
	2012			2011
Revenues	$	51,717		$	25,444
Cost of sales		20,816			11,191
GROSS PROFIT		30,901			14,253
Selling, general and administrative expenses		10,475			6,402
Research and development expenses		2,877			1,887
Amortization of intangibles		1,563			256
TOTAL OPERATING EXPENSES		14,915			8,545
OPERATING INCOME		15,986			5,708
Amortization of deferred financing costs		(193	)		(193	)
Interest expense (income), net		(1,044	)		11
Non-cash interest expense		(1,183	)		-
Equity in earnings of unconsolidated joint venture		-			824
INCOME BEFORE INCOME TAXES		13,566			6,350
Income tax provision		5,074			540
NET INCOME	$	8,492		$	5,810
NET INCOME PER SHARE:
BASIC	$	0.09		$	0.06
DILUTED	$	0.08		$	0.06
SHARES USED IN COMPUTING NET INCOME PER SHARE:
BASIC		95,011			94,197
DILUTED		109,169			103,985
COMPREHENSIVE INCOME:
Net income		8,492			5,810
Foreign currency translation loss		(2,469	)		-
Comprehensive income		6,023			5,810

AKORN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS, EXCEPT SHARE DATA
	MARCH 31,			DECEMBER 31,
	2012			2011
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,338		$	83,962
Trade accounts receivable, net		31,508			25,307
Inventories		41,343			35,456
Deferred taxes, current		6,715			8,153
Prepaid expenses and other current assets		2,995			3,071
TOTAL CURRENT ASSETS		110,899			155,949
PROPERTY, PLANT AND EQUIPMENT, NET		72,870			44,389
OTHER LONG-TERM ASSETS:
Goodwill		41,282			11,863
Product licensing rights, net		66,510			67,822
Other intangibles, net		18,360			13,016
Deferred financing costs		3,671			3,864
Long-term investments		10,254			10,137
Other		112			105
TOTAL OTHER LONG-TERM ASSETS		140,189			106,807
TOTAL ASSETS	$	323,958		$	307,145
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable	$	15,922		$	17,874
Accrued compensation		5,865			5,094
Contingent consideration payable		3,926			-
Accrued expenses and other liabilities		7,494			5,321
TOTAL CURRENT LIABILITIES		33,207			28,289
LONG-TERM LIABILITIES:
Convertible notes due 2016		101,740			100,808
Purchase consideration payable		14,091			13,841
Deferred taxes, non-current		4,846			3,742
Lease incentive obligations		912			958
Product warranty liability		1,299			1,299
Other long-term liabilities		91			-
TOTAL LONG-TERM LIABILITIES		122,979			120,648
TOTAL LIABILITIES		156,186			148,937
SHAREHOLDERS' EQUITY:
Common stock, no par value -- 150,000,000 shares authorized, 95,095,860 and 94,936,282 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively		216,177			212,636
Warrants to acquire common stock		17,946			17,946
Accumulated deficit		(63,882	)		(72,374	)
Accumulated other comprehensive loss		(2,469	)		-
TOTAL SHAREHOLDERS' EQUITY		167,772			158,208
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	323,958		$	307,145

AKORN, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
IN THOUSANDS (UNAUDITED)
	THREE MONTHS ENDED
	MARCH 31,
	2012			2011
OPERATING ACTIVITIES
Net income	$	8,492		$	5,810
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,511			1,126
Write-off and amortization of deferred financing fees		193			193
Non-cash stock compensation expense		1,423			731
Non-cash interest expense		1,183			-
Equity in earnings of unconsolidated joint venture		-			(824	)
Changes in operating assets and liabilities:
Trade accounts receivable		(3,914	)		(3,183	)
Inventories		(4,155	)		(913	)
Deferred tax assets, net		1,242			-
Prepaid expenses and other current assets		(275	)		(7	)
Trade accounts payable		(3,788	)		1,583
Accrued expenses and other liabilities		3,659			(2,194	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		6,571			2,322
INVESTING ACTIVITIES
Payments for acquisitions and equity investments		(60,058	)		-
Purchases of property, plant and equipment		(3,974	)		(2,131	)
Distribution from unconsolidated joint venture		-			1,792
NET CASH USED IN INVESTING ACTIVITIES		(64,032	)		(339	)
FINANCING ACTIVITIES
Net proceeds from common stock offering and warrant exercises		-			1,727
Excess tax benefit from stock compensation		1,595			-
Proceeds under stock option and stock purchase plans		523			379
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,118			2,106
Effect of changes in exchange rates on cash & cash equivalents		(281	)		-
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(55,624	)		4,089
Cash and cash equivalents at beginning of period		83,962			41,623
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	28,338		$	45,712

AKORN, INC.
RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA
IN THOUSANDS (UNAUDITED)
	THREE MONTHS ENDED
	MARCH 31,
	2012		2011
NET INCOME	$	8,492	$	5,810
ADJUSTMENTS TO ARRIVE AT EBITDA:
Depreciation expense		948		870
Amortization expense		1,563		256
Interest expense, net		1,044		(11	)
Non-cash interest expense		1,183		-
Income tax provision		5,074		540
EBITDA	$	18,304	$	7,465
NON-CASH AND OTHER NON-RECURRING INCOME AND EXPENSES:
Non-cash stock compensation expense		1,423		731
Write-off and amortization of deferred financing costs		193		193
ADJUSTED EBITDA	$	19,920	$	8,389

AKORN, INC.
RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED NET INCOME
IN THOUSANDS, EXCEPT PER SHARE DATA (UNAUDITED)
	THREE MONTHS ENDED
	MARCH 31,
	2012		2011
INCOME BEFORE INCOME TAXES	$	13,566	$	6,350
ADJUSTMENTS TO ARRIVE AT ADJUSTED NET INCOME:
Non-cash stock compensation expense		1,423		731
Non-cash interest expense		1,183		-
Amortization expense		1,563		256
Write-off and amortization of deferred financing costs		193		193
ADJUSTED INCOME BEFORE INCOME TAXES		17,928		7,530
ADJUSTED INCOME TAX PROVISION		3,963		640
ADJUSTED NET INCOME	$	13,965	$	6,890
ADJUSTED NET INCOME PER DILUTED SHARE	$	0.13	$	0.07

CONTACT:
Akorn, Inc.
Tim Dick, 847-279-6100
Chief Financial Officer