S-8 POS

As filed with the Securities and Exchange Commission on March 12, 2009
Registration No. 333-67565
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________
IGI Laboratories, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	01-0355758
(State or Other Jurisdiction	(I.R.S. Employer Identification Number)
of Incorporation or Operation)
105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices, including Zip Code)
__________________________________________
IGI Laboratories, Inc. 1998 Directors Stock Plan
(Full Title of the Plan)
___________________________________________
Rajiv Mathur
105 Lincoln Avenue
Buena, New Jersey 08310
(Name, Address And Telephone Number, Including Area Code, of Agent For Service)
______________________________________________
Copies of communications to:
Brian Katz, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000
______________________________________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ]	Smaller reporting company [X]
(do not check if a smaller reporting company)

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CALCULATION OF REGISTRATION FEE
Title of securities	Amount to be	Proposed maximum	Proposed maximum	Amount of
to be registered	registered (1)	offering price per share	aggregate offering price	registration fee
Common Stock ($0.01 par value)	400,000 (2)	$0.57(3)	$228,000 (3)	$8.96
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby any additional securities that may hereinafter be offered or issued to prevent dilution resulting from stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions.
(2) Consists of shares issuable under the IGI Laboratories, Inc. 1998 Directors Stock Plan.
(3) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933. The price and fee were computed based upon $0.57 per share, the average of the high and low prices for the common stock reported on the NYSE Alternext US on March 6, 2009.

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EXPLANATORY NOTE
Pursuant to General Instruction E. of Form S-8, this Registration Statement is being filed to register 400,000 additional shares of IGI Laboratories, Inc.'s (the "Registrant's") common stock, par value $0.01 per share (the "Common Stock"), for issuance under the Registrant's 1998 Directors Stock Plan (the "1998 Directors Stock Plan"). The contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 19, 1998 (Reg. No. 333-67565) with respect to an aggregate of 200,000 shares of Common Stock issuable pursuant to the 1998 Directors Stock Plan is hereby incorporated by reference, as hereafter amended, into this Registration Statement.
Item 8. Exhibits.
	4.1	IGI Laboratories, Inc. 1998 Directors Stock Plan.
	5.1	Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
	23.1	Consent of Amper, Politziner & Mattia, P.C.
	23.2	Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
	24.1	Powers of Attorney (included on the signature page hereto).

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Buena, New Jersey, on March 12, 2009.
	IGI Laboratories, Inc.
	By: /s/ Rajiv Mathur
	Rajiv Mathur
	President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Rajiv Mathur and Justine Kostka his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 12, 2009:
Signature	Title
/s/ Rajiv Mathur	President and Chief Executive Officer and
	Director (Principal Executive Officer)
Rajiv Mathur
/s/ Justine Kostka	Controller (Principal Financial and Accounting
	Officer)
Justine Kostka
/s/ Stephen J. Morris	Director
Stephen J. Morris
/s/ Jane E. Hager	Director
Jane E. Hager

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EXHIBIT INDEX
Exhibits
4.1	IGI Laboratories, Inc. 1998 Directors Stock Plan.
5.1	Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
23.1	Consent of Amper, Politziner & Mattia, P.C.
23.2	Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1	Powers of Attorney (included on the signature page hereto).

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EX-4

Exhibit 4.1
IGI LABORATORIES, INC.
1998 DIRECTORS STOCK PLAN, AS AMENDED
1. Purpose.
The purpose of the 1998 Directors Stock Plan (the "Plan") of IGI Laboratories, Inc. (the "Company") is to provide for the payment of fees to the outside (non-employee) Directors of the Company in Common Stock of the Company in lieu of cash and thereby encourage ownership in the Company by the Directors.
2. Participation in the Plan.
Directors of the Company who are not employees of the Company or any subsidiary of the Company shall be eligible to participate in the Plan.
3. Stock Subject to the Plan.
The shares issuable under the Plan shall consist of 600,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions.
4. Issuance of Common Stock in Lieu of Payment of Directors Fees in Cash.
	a)	Attached to the Plan as Appendix A is a schedule setting forth the fees payable (as of the date of adoption of the Plan) to outside Directors for their services as Directors, including fees payable for attendance at Directors meetings (both regular and telephonic) and committee meetings. If and when the fees payable to Directors are revised by action of the Board of Directors of the Company, the new fees shall be set forth in a schedule and annexed to the Plan as amended Appendix A and shall govern the payment of fees to Directors until any subsequent revisions are adopted by the Board of Directors.
	b)	The total fees payable to the outside Directors for each calendar quarter shall be determined on the basis of the cash fees set forth in Appendix A. As soon as practicable after the end of each calendar quarter, the Company shall issue to each outside Director that number of shares of Common Stock as shall be determined by dividing
		i.	the total dollar amount of fees payable to the Directors for the applicable quarter by
		ii.	the closing per share price of the Common stock on the American Stock Exchange on the last day of the applicable quarter.

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	c)	The shares of Common Stock will be issued in the name of each outside Director and the certificate for such shares shall be delivered to the Directors as soon as practicable after the end of each calendar quarter, together with a notification from the Company containing the information set forth in Appendix B annexed hereto.
	d)	The Company plans to register the Common Stock covered by the Plan under the Securities Act of 1933 (the "Act") on Form S-8; but notwithstanding such registration, Directors serving as members of the Board at the time they wish to sell Common Stock received by them under the Plan shall be subject to the volume and other limitations contained in Rule 144 promulgated under the Act.
	e)	The shares of Common Stock received by Directors pursuant to the Plan shall be deemed to be compensation for services and therefore subject to ordinary income taxes and will be reported to the Internal Revenue Service on Form 1099 or such other appropriate Internal Revenue Service form.
	f)	The rights and benefits under the Plan are expressly provided to substitute Common Stock for cash payment of Directors fees, and the Plan shall be in addition to any other rights and benefits to which the Directors are entitled under any other plans of the Company, including any stock option plan for Directors currently in effect or adopted in the future.
5. The Effective Date and Duration of the Plan.
	a)	The Plan shall become effective when adopted by the Board of Directors and shall also apply to any past Directors fees earned by Directors which were unpaid by the Company at the time that the Plan was so adopted by the Board.
	b)	The Plan shall continue to apply to all fees earned by Directors from and after the date of its adoption by the Board of Directors until terminated by action of the Board of Directors or otherwise amended by the Board of Directors.
6. Governing Law.
The Plan shall be governed by the laws of the State of Delaware.
Approved by the Board of Directors of IGI on October 19, 1998.

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APPENDIX A

SCHEDULE OF DIRECTORS FEES

         The following sets forth the amount of fees payable to outside Directors of IGI Laboratories, Inc. for their services as Directors:

Event	Fee
Scheduled Directors Meeting	$2,000
Telephonic Directors Meeting	$1,000
Committee Meeting Held on Same Day as Directors Meeting	$500
Committee Meeting Not Held on Same Day as Directors Meeting	$1,000
Annual Fee for Chairman of the Audit Committee (1)	$5,000
Annual Fee for Chairman of the Compensation Committee (1)	$4,000
Annual Fee for Chairman of a Special Committee (1)	$4,000

(1) Such amount is payable at the discretion of the board of directors.

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EX-5

Exhibit 5.1
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
March 12, 2009
IGI Laboratories, Inc.
105 Lincoln Avenue
Buena, New Jersey 08310
Re:      Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the "Registration Statement") of IGI Laboratories, Inc., a Delaware corporation (the "Company"), filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers up to 400,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issuable by the Company pursuant to awards granted or available for grant under the Company's 1998 Directors Stock Plan (the "1998 Directors Stock Plan").
We have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date, the 1998 Directors Stock Plan, and such other documents as we have deemed appropriate in rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the authenticity of all documents submitted to us as copies of originals.
Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the 1998 Directors Stock Plan (and any underlying award agreement or letters), will be legally issued, fully paid, and non-assessable.
Our opinion is limited to the Delaware General Corporation Law and the federal securities laws, each as in effect as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
	/s/ PEPPER HAMILTON LLP
	PEPPER HAMILTON LLP

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EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

IGI Laboratories, Inc. and Subsidiaries

We consent to the incorporation by reference in this Post Effective Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-67565) of our report dated March 31, 2008 relating to the consolidated balance sheet of IGI Laboratories, Inc. and Subsidiaries as of December 31, 2007 and the related consolidated statements of operations, cash flows and stockholders' equity for each of the years in the two year period ended December 31, 2007, which appears in the December 31, 2007 Annual Report on Form 10-KSB of IGI Laboratories, Inc. and Subsidiaries.

/s/ Amper, Politziner & Mattia, LLP

Edison, New Jersey

March 12, 2009