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): January 4, 2010

K-V Pharmaceutical Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-9601	43-0618919
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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.

As previously disclosed in the Current Report on Form 8-K filed by K-V Pharmaceutical (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2009, the Company received on December 10, 2009 a written notice (the “Notice”) executed by a stockholder of the Company, requesting that the Board of Directors of the Company (the “Board”) fix a record date for stockholder action by written consent relating to the Director Changes (as defined below). Pursuant to the Company’s By-Laws and in response to the Notice, on December 15, 2009, the Board set a record date as of the close of business on December 18, 2009 to determine the Company’s stockholders eligible to consent in writing to the Director Changes.

The Director changes consist of (1) the removal of Ronald J. Kanterman, or any successor to Mr. Kanterman, from the Board and (2) the appointment of John Sampson as a director of the Company to fill the vacancy created by the removal of Mr. Kanterman (or any successor to Mr. Kanterman, if applicable), to hold such office until the next annual meeting of stockholders and until Mr. Sampson’s successor has been duly elected and qualified (collectively, the “Director Changes”). As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2009, Mr. Kanterman resigned as a member of the Board of Directors on December 11, 2009.

On December 22, 2009, the Company received an action by written consent of stockholders (the “Written Consent”) relating to the Director Changes. A copy of the Written Consent, including the proposed Director Changes, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company had retained IVS Associates, Inc. in connection with the receipt of the Written Consent to serve as inspector of elections to tally the votes represented by the Written Consent. On January 4, 2010, the inspector of elections certified that the votes represented by the Written Consent are sufficient to approve the matters set forth in the Written Consent.

The Company intends to file with the SEC a Schedule 14C Information Statement regarding the Director Changes. 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 Director Changes in accordance with the rules and regulations of the SEC. Pursuant to the rules and regulations of the SEC, the Schedule 14C Information Statement must be sent to stockholders at least 20 calendar days prior to the earliest date on which the proposed corporate action may be taken.

A copy of the press release issued by the Company on January 7, 2010 in connection with the certification by the inspector of elections 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 December 22, 2009*
99.2	Press Release, dated January 7, 2010*

* 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: January 7, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Action by Written Consent of Stockholders received on December 22, 2009*
99.2	Press Release, dated January 7, 2010*

* 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 December 18, 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 pursuant to Article 8 of the Corporation’s Certificate of Incorporation, Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, be, and hereby is, removed as a director of the Corporation; and

     RESOLVED, that pursuant to Article 8 of the Corporation’s Certificate of Incorporation, John Sampson be, and hereby is, elected as a director of the Corporation, to fill the vacancy created by the removal of Ronald Kanterman, or any successor to Ronald Kanterman, if applicable, as a director of the Corporation, to hold such office until the next annual meeting of the stockholders of the Corporation and until John Sampson’s successor has been duly elected and qualified.

     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.

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

EX-99.2

Exhibit 99.2

KV Pharmaceutical	Contact:
One Corporate Woods Drive	Michael Anderson
Bridgeton, MO 63044	314-645-6600

FOR IMMEDIATE RELEASE

KV Pharmaceutical Receives Report From Inspector of Elections Certifying Votes
to Approve Appointment of Director

St. Louis, MO—January 7, 2010—KV Pharmaceutical Company (NYSE: KVa/KVb) today announced that IVS Associates, Inc., the inspector of elections retained by the Company, has certified that the votes represented by a written consent of stockholders received by the Company on December 22, 2009 (the “Written Consent”) relating to the appointment of a director by certain stockholders (the “Director Changes”) are sufficient to approve the matters set forth in the Written Consent.

The Director Changes include the appointment of John Sampson as a director of the Company to fill the vacancy created by the departure of Mr. Kanterman. As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2009, Mr. Kanterman resigned as a member of the Board of Directors on December 11, 2009.

A more detailed description of the Written Consent, including a copy thereof, is set forth in the Current Report on Form 8-K the Company filed today with the SEC.

Pursuant to the rules of the SEC, the Company intends to file with the SEC and distribute to the Company’s stockholders a Schedule 14C Information Statement to disclose the Director Changes and certain other related information. The Schedule 14C Information Statement must be sent to stockholders at least 20 calendar days prior to the date on which the proposed corporate action becomes effective.

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

This press release contains various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and that 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,” “potential” and other expressions that indicate future events and trends.

All statements that address expectations or projections about the future, including without limitation, statements about product development, product launches, regulatory approvals, governmental and regulatory actions and proceedings, 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 PSLRA’s “safe harbor” provisions, the Company provides the following cautionary statements identifying important economic, competitive, political, regulatory and technological factors, among others, that 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)	the consent decree between the Company and the U.S. Food and Drug Administration (the “FDA”) and the Company’s suspension of the production and shipment of all of the products that the Company manufactures and the related nationwide recall affecting all of the products that the Company manufactures, as well as the related 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, the Company’s Form 8-K filed with the SEC on July 24, 2009 and the Company’s Form 8-K filed with the SEC on November 12, 2009;
(3)	the degree to which the findings of the Audit Committee inquiry referenced in the Company’s Form 10-Q for the quarter ended June 30, 2008, the Company’s Form 12b-25 filed with the SEC on November 13, 2008, the Company’s Form 12b-25 filed with the SEC on February 2, 2009, the Company’s Form 12b-25 filed with the SEC on June 6, 2009, the Company’s Form 8-K filed with the SEC on June 23, 2009, the Company’s two Form 12b-25s filed with the SEC on November 10, 2009, as well as certain other of the Company’s SEC filings, could have a material impact on the Company’s financial results;
(4)	changes in the current and future business environment, including interest rates and capital and consumer spending;
(5)	the difficulty of predicting FDA approvals, including timing, and that any period of exclusivity may not be realized;
(6)	the possibility of not obtaining FDA approvals or delay in obtaining FDA approvals;
(7)	acceptance of and demand for the Company’s new pharmaceutical products;
(8)	the introduction and impact of competitive products and pricing, including as a result of so-called authorized-generic drugs;
(9)	new product development and launch, including the possibility that any product launch may be delayed;
(10)	reliance on key strategic alliances;
(11)	the availability of raw materials and/or products manufactured for the Company under contract manufacturing arrangements with third parties;
(12)	the regulatory environment, including regulatory agency and judicial actions and changes in applicable law or regulations;
(13)	fluctuations in revenues;
(14)	the difficulty of predicting international regulatory approvals, including timing;
(15)	the difficulty of predicting the pattern of inventory movements by the Company’s customers;

(16)	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;
(17)	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;
(18)	the possibility that the Company’s current estimates of the financial effect of certain announced product recalls could prove to be incorrect;
(19)	whether any product recalls or product introductions result in litigation, agency action or material damages;
(20)	the satisfaction or waiver of the other closing conditions in the previously disclosed Gestiva™ acquisition agreement;
(21)	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, as well as certain other of the Company’s SEC filings;
(22)	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;
(23)	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, the Company’s Form 8-K filed with the SEC on July 24, 2009 and the Company’s Form 8-K filed with the SEC on November 12, 2009;
(24)	delays in returning, or failure to return, certain or many of the Company’s approved products to market, including loss of market share as a result of the suspension of shipments, and related costs;
(25)	the ability to sell or license certain assets, and the terms of such transactions;
(26)	the possibility that the auction rate securities held by the Company may not return to liquidity at or near their face value;
(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, the Company’s other indebtedness;
(30)	difficulties and uncertainties with respect to obtaining additional capital;
(31)	the possibility that the failure to timely file the Company’s Annual Report on Form 10-K for fiscal year 2009 with the SEC could result in the delisting of the Company’s securities by the New York Stock Exchange; 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.

Because the factors referred to above, as well as the statements included elsewhere in this press release, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by the Company or on the Company’s behalf, you should not place undue reliance on any forward-looking statements. 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. Further, any forward-looking statement speaks only as of the date on which it is made and the Company is under no obligation to update any of the forward-looking statements after the date of this press release. New factors emerge from time to time, and it is not possible for the Company to predict which factors will arise, when they will arise and/or their effects. In addition, the Company cannot assess the impact of each factor on the Company’s future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.