8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 14, 2009

K-V Pharmaceutical Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation) 1-9601
(Commission File Number) 43-0618919
(IRS Employer Identification No.)

One Corporate Woods Drive
Bridgeton, MO	63044
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (314) 645-6600

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 8.01. Other Events.

On September 14, 2009, K-V Pharmaceutical Company (the “Company”) received an action by written consent of stockholders (the “Written Consent”) relating to the adoption by certain stockholders of certain amendments to the Company’s By-Laws (the “Proposed Amendments”). A copy of the Written Consent, including the Proposed Amendments, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company’s current By-Laws provide that the By-Laws may be amended by the stockholders. The Board of Directors of the Company has not approved the Proposed Amendments and is not seeking stockholder action with respect to the Proposed Amendments. A copy of the Company’s current By-Laws, last amended as of December 5, 2008, is filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 9, 2009.

The Company has retained IVS Associates, Inc. to serve as inspector of elections to tally the votes represented by the Written Consent.

Once the inspector of elections certifies that the votes represented by the Written Consent, as amended or supplemented, are sufficient to approve the matters set forth in the Written Consent, the Company will file with the SEC a Schedule 14C Information Statement regarding the Proposed Amendments. After the SEC review period has been satisfied, the Company will distribute to the Company’s stockholders such Schedule 14C Information Statement to notify them of the Proposed Amendments in accordance with the rules and regulations of the SEC. Pursuant to the federal securities laws, the Proposed Amendments will take effect 20 calendar days after such Schedule 14C Information Statement is first mailed to the Company’s stockholders.

A copy of the press release issued by the Company on September 15, 2009 in connection with the foregoing is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Action by Written Consent of Stockholders received on September 14, 2009 *
	99.2	Press Release, dated September 15, 2009*

* Filed herewith

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.

K-V Pharmaceutical Company
By:	/s/ David A. Van Vliet
	David A. Van Vliet
	Interim President and Interim Chief Executive Officer

Date: September 15, 2009

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Action by Written Consent of Stockholders received on September 14, 2009 *
	99.2	Press Release, dated September 15, 2009*

* Filed herewith

EX-99.1

Exhibit 99.1

ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

     Pursuant to § 228 of the Delaware General Corporation Law, the undersigned stockholders of K-V Pharmaceutical Company, a Delaware corporation (the “Corporation”), holding, as of September 11, 2009 (“Record Date”), outstanding stock in the Corporation having not less than the minimum number of votes that would be necessary to authorize or take the actions set forth in this Action by Written Consent of Stockholders at any annual or special meeting of the stockholders of the Corporation at which all shares entitled to vote thereon were present and voted, hereby consent to and adopt the following actions of the stockholders of the Corporation in lieu of a special meeting of the stockholders of the Corporation:

     RESOLVED, that Section 12 of Article II of the By-Laws of the Corporation be, and hereby is, amended so as to read in its entirety as follows:

“Section 12. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than three days after the date upon which the resolution fixing the record date is adopted by the board of directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary, request the board of directors to fix a record date. The board of directors shall promptly, but in all events within three days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the board of directors within three days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action.”

     RESOLVED, that Section 10 of Article III of the By-Laws of the Corporation be, and hereby is, amended so as to read in its entirety as follows:

“Section 10. The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as otherwise expressly required under the Delaware General Corporation Law, any United States federal law, including but not limited to the Securities Exchange Act of 1934, and the rules of the New York

Stock Exchange, any action or resolution of any committee of the board of directors (including but not limited to compensation, stock options or stock grants, and other forms of remuneration granted to any executive officer of the corporation) shall only be effective or binding upon the corporation upon ratification of such action or resolution by the board of directors in accordance with these By-Laws; provided, however, that no action or resolution (other than actions or resolutions involving matters described of Section 13 of these By-laws, which shall be governed by the provisions of Section 1 and Section 13 of Article VIII) of any committee of the board of directors formed solely for the purpose of and which action consists solely of (1) responding to requests by the Government for documents, testimony or other factual information, or (2) responding to discovery requests in securities and ERISA litigation, shall require ratification by the board of directors.”

     RESOLVED, that Article III of the By-Laws of the Corporation be, and hereby is, amended by adding and inserting the following Section 13 at the end of such Article:

“Section 13. Each of the following acts or resolutions of the board of directors, or any committee thereof, or the ratification by the board of directors of any such act or resolution by any committee thereof, in order to be effective, shall require the unanimous affirmative vote or unanimous written consent of the members of the board of directors then in office (other than any directors who affirmatively recuse themselves prior to the vote):

     (a) The approval of any agreement or contract, or the issuance of any security, which confers stockholder voting rights;

     (b) The increase in the number of the members of the board of directors, in accordance with Section 1 of Article III of these by-laws, to a number which is in excess of eight (8);

     (c) The approval of any contract, agreement or other document or instrument which contains any provision (1) which imposes a penalty, acceleration of debt, purchase obligation or other adverse effect upon the corporation resulting from the election or appointment of any individual to the board of directors or the removal of any member of the board of directors or (2) which restricts, limits or dilutes the right of the stockholders to elect or appoint any individual to the board of directors or to remove any member of the board of directors.

     RESOLVED, that Section 1 of Article VIII of the By-Laws of the Corporation be, and hereby is, amended by deleting such section in its entirety and replacing such section with the following:

“Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders of shares representing a majority of the voting power of the corporation or by the board of directors, provided however that these bylaws may be altered, amended or repealed or new by-laws may be adopted by the board of directors only if such action is approved by either (a) the unanimous written consent of the members of the board of directors then in office, or (b) the affirmative vote of all but one of the members of the board of directors then in office, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.”

     RESOLVED, that Section 4 of Article III of the By-Laws of the Corporation be, and hereby is, amended by deleting such section in its entirety and replacing such section with the following:

“Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. All such regular or special meetings may not be scheduled to occur on any religious holiday (including the Sabbath holiday) which is observed as a non-working day by any member of the board of directors.

     The undersigned stockholders of the Corporation have executed this Action by Written Consent of Stockholders on the respective dates indicated below each respective stockholder’s signature. Wherever possible, each individual action in this Action by Written Consent of Stockholders shall be interpreted in such a manner as to be valid, operable, lawful, enforceable and effective under applicable law, but if any individual action in this Action by Written Consent of Stockholders is determined or deemed to be invalid, inoperative, unlawful, unenforceable or ineffective to any extent for any reason, such circumstances shall not have the effect of rendering the action in question invalid, inoperative, unlawful, unenforceable or ineffective in any other jurisdiction, case or circumstance, or of rendering any other action in this Action by Written Consent of Stockholders invalid, inoperative, unlawful, unenforceable or ineffective. This Action by Written Consent of Stockholders may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which shall constitute one and the same written document. Pursuant to § 228(d) of the Delaware General Corporation Law, any copy, facsimile or other reliable reproduction of this Action by Written Consent of Stockholders may be substituted or used in lieu of the original of this document, and a signature by any of the stockholders to this Action by Written Consent of Stockholders, transmitted by facsimile or other electronic transmission, shall be deemed to constitute an original and fully effective signature of such stockholder.

[Remainder of page intentionally left blank. Signature pages follow.]

[Note: Signature pages and share counts intentionally omitted.]

EX-99.2

Exhibit 99.2

KV Pharmaceutical	Contact:
2503 South Hanley Road	Michael Anderson
St. Louis, MO 63144	314-645-6600

FOR IMMEDIATE RELEASE

KV Pharmaceutical Receives Stockholder Action by Written Consent

St. Louis, MO—September 15, 2009—KV Pharmaceutical Company (NYSE: KVa/KVb) today announced that on September 14, 2009, the Company received an action by written consent of stockholders (the “Written Consent”) relating to the adoption by certain stockholders of certain amendments to the Company’s By-Laws (the “Proposed Amendments”). A copy of the Written Consent, including the Proposed Amendments, is attached as Exhibit 99.1 to the Current Report on Form 8-K the Company filed today with the U.S. Securities and Exchange Commission. A copy of the Company’s current By-Laws, last amended as of December 5, 2008, is attached as Exhibit 3.2 to the Current Report on Form 8-K the Company filed on September 9, 2009 with the SEC. Both Current Reports on Form 8-K are available on the Company’s Web site at www.kvpharmaceutical.com and on the SEC’s Web site at www.sec.gov.

The Company’s current By-Laws provide that the By-Laws may be amended by the stockholders. The Board of Directors of the Company has not approved the Proposed Amendments and is not seeking stockholder action with respect to the Proposed Amendments.

The Company has retained IVS Associates, Inc. to serve as inspector of elections to tally the votes represented by the Written Consent.

Once the inspector of elections certifies that the votes represented by the Written Consent, as amended or supplemented, are sufficient to approve the matters set forth in the Written Consent, the Company will file with the SEC a Schedule 14C Information Statement regarding the Proposed Amendments. After the SEC review period has been satisfied, the Company will distribute to the Company’s stockholders such Schedule 14C Information Statement to notify them of the Proposed Amendments in accordance with the rules and regulations of the SEC. Pursuant to the federal securities laws, the Proposed Amendments will take effect 20 calendar days after such Schedule 14C Information Statement is first mailed to the Company’s stockholders.

About KV Pharmaceutical Company

KV Pharmaceutical Company is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company’s branded drug subsidiary.

For further information about KV Pharmaceutical Company, please visit the Company’s corporate Web site at www.kvpharmaceutical.com.

Cautionary Note Regarding Forward-looking Statements

The information in this press release may contain various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (“PSLRA”) and which may be based on or include assumptions concerning the operations, future results and prospects of the Company. Such statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “commit,” “intend,” “estimate,” “will,” “should,” “could” and other expressions that indicate future events and trends.

All statements that address expectations or projections about the future, including without limitation, product development, product launches, regulatory approvals, market position, acquisitions, sale of assets, revenues, expenditures, resumption of manufacturing and distribution of products and the impact of the recall and suspension of shipments on revenues, and other financial results, are forward-looking statements.

All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions, the Company provides the following cautionary statements identifying important economic, political and technological factors, which among others, could cause actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions.

Such factors include (but are not limited to) the following: (1) the ability to continue as a going concern; (2) changes in the current and future business environment, including interest rates and capital and consumer spending; (3) the difficulty of predicting FDA approvals, including timing, and that any period of exclusivity may not be realized; (4) the possibility of not obtaining FDA approvals or delay in obtaining FDA approvals; (5) acceptance and demand for new pharmaceutical products; (6) the introduction and impact of competitive products and pricing, including as a result of so-called authorized-generic drugs; (7) new product development and launch, including the possibility that any product launch may be delayed or that product acceptance may be less than anticipated; (8) reliance on key strategic alliances; (9) the availability of raw materials and/or products manufactured for the Company under contract manufacturing arrangements with third parties; (10) the regulatory environment, including regulatory agency and judicial actions and changes in applicable law or regulations; (11) fluctuations in revenues; (12) the difficulty of predicting international regulatory approvals, including timing; (13) the difficulty of predicting the pattern of inventory movements by the Company’s customers; (14) the impact of competitive response to the Company’s sales, marketing and strategic efforts, including the introduction or potential introduction of generic or competing products against products sold by the Company and its subsidiaries; (15) risks that the Company may not ultimately prevail in litigation, including challenges to the Company’s intellectual property rights by actual or potential competitors or to the Company’s ability to market generic products due to brand company patents and challenges to other companies’ introduction or potential introduction of generic or competing products by third parties against products sold by the Company or its subsidiaries, including without limitation the litigation and claims referred to in Note 16 of the Notes to the Consolidated Financial Statements in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and under the heading “Certain Other Matters” in the Company’s Form 8-K filed with the SEC on April 30, 2009; (16) the possibility that the Company’s current estimates of the financial effect of certain announced product recalls could prove to be incorrect; (17) whether any product recalls or product introductions result in litigation, agency action or material damages; (18) the possibility that the findings of the Audit Committee inquiry referenced in the Company’s Form 10-Q for the quarter ended June 30, 2008, Form 12b-25 filed with the SEC on November 13, 2008, Form 12b-25 filed with the SEC on February 2, 2009, Form 12b-25 filed with the SEC on June 6, 2009, Form 8-K filed with the SEC on June 23, 2009, as well as certain other of the Company’s SEC filings, could have a material impact on the Company’s financial results; (19) the satisfaction or waiver of the other closing conditions in the previously disclosed Gestiva™ acquisition agreement; (20) the possibility that the auction rate securities held by the Company may not return to liquidity at their face value; (21) the consent decree between the Company and the FDA

and the Company’s suspension of the production and shipment of substantially all of the products that the Company manufactures and the related nationwide recall affecting substantially all of the products that the Company manufactures, as well as the expected material adverse effect on the Company’s revenue, assets and liquidity and capital resources, all as more fully described in the Company’s Form 8-K filed with the SEC on January 26, 2009, the Company’s Form 8-K filed with the SEC on February 26, 2009, the Company’s Form 8-K filed with the SEC on March 3, 2009, the Company’s Form 8-K filed with the SEC on April 30, 2009 and the Company’s Form 8-K filed with the SEC on July 24, 2009; (22) the series of putative class action lawsuits alleging violations of the federal securities laws by the Company and certain individuals, all as more fully described in the Company’s Form 8-K filed with the SEC on January 26, 2009, the Company’s Form 8-K filed with the SEC on February 26, 2009, the Company’s Form 8-K filed with the SEC on April 30, 2009, the Company’s Form 8-K filed with the SEC on July 24, 2009, as well as certain other of the Company’s SEC filings; (23) the possibility that insurance proceeds are insufficient to cover potential losses that may arise from litigation, including with respect to product liability or securities litigation; (24) the informal inquiry initiated by the SEC and any related or additional governmental investigative or enforcement proceedings, including actions by the FDA and the U.S. Department of Justice, all as more fully described in the Company’s Form 8-K filed with the SEC on January 26, 2009, the Company’s Form 8-K filed with the SEC on February 26, 2009, the Company’s Form 8-K filed with the SEC on April 30, 2009 and the Company’s Form 8-K filed with the SEC on July 24, 2009; (25) delays in returning, or failure to return, certain or many of the Company’s products to market, including loss of market share as a result of the suspension of shipments, and related costs; (26) sale or licensing of certain assets; (27) the ability to monetize the auction rate securities currently held by the Company, the amount of proceeds to be received from such monetization and the timing of receipt of proceeds by the Company; (28) the timing and ability to realize and receive expected tax refunds, the actual refund amount to be received by the Company subject to any challenges or otherwise and the timing of receipt of the refund by the Company; (29) the possibility that default on one type or class of the Company’s indebtedness could result in cross default under, and the acceleration of, other indebtedness of the Company; (30) difficulties and uncertainties with respect to obtaining additional capital, as more fully described in the Company’s Form 8-K filed with the SEC on July 24, 2009; (31) risks that the costs are greater than expected or that there is a material delay in reconstructing the leased facility used by Particle Dynamics Inc. that was damaged by an accidental fire, as described in the Company’s Form 8-K filed with the SEC on June 4, 2009; and (32) the risks detailed from time-to-time in the Company’s filings with the SEC.

This discussion is not exhaustive, but is designed to highlight important factors that may impact the Company’s forward-looking statements. The Company is under no obligation to update any of the forward-looking statements after the date of this press release. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this “Cautionary Note Regarding Forward-looking Statements” and the risk factors that are included under the heading “Item 1A—Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2008, as supplemented by the Company’s subsequent SEC filings.