S-8

As filed with the Securities and Exchange Commission on June 8, 2010.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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IGI LABORATORIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	01-0355758
(State or Other Jurisdiction of Incorporation or Operation)	(I.R.S. Employer Identification Number)

105 Lincoln Avenue

Buena, New Jersey 08310

(Address of Principal Executive Offices, including Zip Code)

_____________________________________________

2009 Equity Incentive Plan

(Full Title of the Plan)

_____________________________________________

IGI Laboratories, Inc.

Philip Forte

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 19103-2799

(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 o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company þ
(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of shares to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock ($0.01 par value)	2,000,000	$0.99 (2)	$1,980,000	$141.17

(1)

Pursuant to Rule 416(b) under the Securities Act of 1933, there shall also be deemed covered hereby such additional shares as may result from anti-dilution adjustments which may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.

(2)

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 $0.99 per share, the average of the high and low prices for the common stock reported on the NYSE Amex on June 4, 2010.

Explanatory Note

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register 2,000,000 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 2009 Equity Incentive Plan (the “2009 Equity Incentive Plan”). The contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 29, 2009 (Registration No. 333-160865) with respect to an aggregate of 2,000,000 shares of Common Stock issuable pursuant to the 2009 Equity Incentive Plan is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1	IGI Laboratories, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2010).
5.1*	Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
23.1*	Consent of Amper, Politziner & Mattia, LLP
23.2*	Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1	Powers of Attorney (included on the signature page hereto).
________________
* Filed herewith.

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 the city of Buena, State of New Jersey, on May 19, 2010.

IGI Laboratories, Inc.
By:	/s/ Charles Moore
	Charles Moore President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Charles Moore and Philip S. Forte 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 the date indicated below:

Signature	Title	Date
/s/ Charles Moore	President, Chief Executive Officer and Director	May 19, 2010
Charles Moore	(Principal Executive Officer)
/s/ Philip S. Forte	Chief Financial Officer	May 19, 2010
Philip S. Forte	(Principal Financial and Accounting Officer)
/s/ Joyce Erony	Director	May 19, 2010
Joyce Erony
/s/ Jane E. Hager	Director	May 19, 2010
Jane E. Hager
/s/ James C. Gale	Director	May 19, 2010
James C. Gale
/s/ Michael Hemric	Director	May 19, 2010
Michael Hemric
/s/ Narendra N. Borkar	Director	May 19, 2010
Narendra N. Borkar

EXHIBIT INDEX

Exhibits

4.1	IGI Laboratories, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2010).
5.1*	Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
23.1*	Consent of Amper, Politziner & Mattia, LLP
23.2*	Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1	Powers of Attorney (included on the signature page hereto).
________________
* Filed herewith.

EX-5

Exhibit 5.1

Opinion and Consent of Pepper Hamilton LLP

June 8, 2010

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 2,000,000 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 2009 Equity Incentive Plan (the "2009 Equity Incentive 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 2009 Equity Incentive Plan, and such other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. 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 terms of the 2009 Equity Incentive Plan, will be legally issued, fully paid and non-assessable. This opinion is being furnished to you solely for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon, quoted in any manner to, or delivered to any other person or entity, without in each instance our prior written consent.

Our opinion is limited to the laws of the State of Delaware including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws and the federal securities laws, each as in effect as of the date hereof. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Sincerely,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

IGI Laboratories, Inc. and Subsidiaries

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of IGI Laboratories, Inc. and Subsidiaries of our report dated March 31, 2010, appearing in the 2009 Annual Report on Form 10-K of IGI Laboratories, Inc. and Subsidiaries.

/s/ Amper, Politziner & Mattia, LLP

Edison, New Jersey

June 8, 2010