8-K

UNITED STATES
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 of 1934

Date of Report (Date of earliest event reported): December 5, 2008

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.)

2503 South Hanley Road
St. Louis, MO
(Address of principal executive offices) 63144
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (c) On December 5, 2008, the Board of Directors of K-V Pharmaceutical Company (the “Company”), acting upon the recommendation of the Audit Committee as a result of its investigation with respect to a range of specific allegations involving, among other things, FDA regulatory and other compliance matters and management misconduct, terminated the employment agreement of Marc S. Hermelin, the Chief Executive Officer of the Company, “for cause” (as that term is defined in such employment agreement). In addition, the Board of Directors of the Company removed Mr. Hermelin as the Chairman of the Board of Directors of the Company and as the Chief Executive Officer of the Company, effective December 5, 2008. Mr. Hermelin is expected to remain a member of the Board of Directors of the Company.

     Mr. Hermelin has informed the Company, however, that he believes he effectively retired from his employment with the Company prior to the action on December 5, 2008 by the Board of Directors.

     The Board of Directors has appointed (i) David A. Van Vliet to serve as interim Chief Executive Officer of the Company and (ii) Terry B. Hatfield, a current director, to serve as non-executive Chairman of the Board of Directors. The appointments of Mr. Van Vliet and Mr. Hatfield were effective December 5, 2008. Mr. Van Vliet will serve as interim Chief Executive Officer until a permanent replacement has been named. The Board of Directors of the Company will initiate promptly a search process to retain a permanent Chief Executive Officer, and will consider Mr. Van Vliet as a candidate during this process.

     David A. Van Vliet, age 53, most recently served as the President and Chief Executive Officer of ETHEX Corporation, the Company’s largest subsidiary, since August 2008. Prior to taking over ETHEX, Van Vliet served as Chief Administration Officer of the Company from 2006 until August 2008. Mr. Van Vliet was a member of the Board of Directors of the Company from August 2004 to 2006. Before joining the Company, Mr. Van Vliet was President and Chief Operating Officer of Angelica Corporation from June 2005 to September 2006, and President and Chief Executive Officer of Growing Family, Inc. for eight years.

     Terry B. Hatfield, age 61, has been a member of the Board of Directors of the Company since 2004. He has been President of ZeaVision, a company focused on zeaxanthin and its benefits to those suffering (or at risk of) age-related vision loss, since 2003. From 2001 to 2003, Mr. Hatfield was a consultant for merger and acquisition transactions. Prior to that, Mr. Hatfield worked in executive management with Ralston-Purina and DuPont.

     A copy of the Company’s press release, dated December 5, 2008, related to the matters discussed under this Item 5.02, is filed herewith as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

(a) On December 5, 2008, the Board of Directors approved an amendment to the by-laws of the Company to provide a procedure for the Board of Directors to fix a record date for the determination of stockholders entitled to express consent to corporate action in writing without a meeting. Pursuant to the amendment, any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent must, by written notice to the secretary, request that the Board of Directors fix a record date. Upon receiving such a written request, the Board of Directors shall promptly, but in all events within 10 days after the date on which the request is received, adopt a resolution fixing the record date, which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. The amendment is effective immediately.

     The foregoing description of the amendment to the by-laws does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the amendment, a copy of which is included as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference thereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.2	Amendment to By-Laws of K-V Pharmaceutical Company as of December 5, 2008*
99.1	Press Release, dated December 5, 2008*

* 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/ Ronald J. Kanterman Ronald J. Kanterman
	Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Date: December 5, 2008

EXHIBIT INDEX

Exhibit No.	Description
3.2	Amendment to By-Laws of K-V Pharmaceutical Company as of December 5, 2008*
99.1	Press Release, dated December 5, 2008*

* Filed herewith

EX-3.2

Exhibit 3.2

AMENDMENT
TO
BY-LAWS OF
K-V PHARMACEUTICAL COMPANY

     As directed by the resolution of the Board of Directors of K-V Pharmaceutical Company duly adopted on December 5, 2008, the By-Laws of K-V Pharmaceutical Company (the “By-Laws”) are hereby amended as follows:

          1. Article II of the By-Laws is hereby amended by inserting the following new Section 12 at the end thereof:

     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 that 10 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 10 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 10 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.

          2. Section 5 of Article VI of the By-Laws is hereby amended to read as follows:

     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders

or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. The manner of fixing a record date for the determination of stockholders entitled to express consent to corporate action in writing without a meeting shall be as provided for in Article II, Section 12.

          3. The effective date of this amendment is December 5, 2008.

EX-99.1

Exhibit 99.1

KV Pharmaceutical Announces Changes in Senior Management

Board removes CEO Marc Hermelin; David Van Vliet Named Interim CEO; Terry Hatfield Becomes Chairman

St. Louis, MO — December 5, 2008 — KV Pharmaceutical Company (NYSE: KV-A) announced today that the Board of Directors has terminated, for cause, the employment agreement of the Company’s chairman and chief executive officer, Marc Hermelin, effective immediately. In addition, the Board has removed Mr. Hermelin as the chairman of the Board and as the chief executive officer of the Company. Mr. Hermelin has informed the Company, however, that he believes he effectively retired from his employment with the Company prior to the Board’s action today. Mr. Hermelin is expected to remain a member of the Board of Directors.

David Van Vliet, the president of the Company’s ETHEX subsidiary, has been appointed interim chief executive officer. Terry B. Hatfield was named chairman of the Company’s Board of Directors. Mr. Hatfield said: “We have full confidence in David Van Vliet and firmly believe that he will make this a successful company again. We look forward to his leadership at this critical time.”

Mr. Van Vliet becomes the interim chief executive officer of KV Pharmaceutical after serving as the president and chief executive officer of ETHEX Corporation, the Company’s largest subsidiary. Prior to taking over ETHEX, Van Vliet served as chief administration officer of the Company and was on the Board of Directors from August 2004 to 2006. Before joining the Company, he was president and chief operating officer of Angelica Corporation from June 2005 to September 2006, and president and chief executive officer of Growing Family, Inc. for eight years.

Mr. Hatfield, the new chairman of KV Pharmaceutical, brings decades of management experience in major firms in the U.S. and Europe.

Serving on the KV Pharmaceutical Board since 2004, Mr. Hatfield is President of ZeaVision LLC in Chesterfield, MO. He has a B.A. in Chemistry from the University of Louisville and has held numerous executive level positions in the food and biotech arena. From 1982 to 2001, he held positions of increasing responsibility at Ralston Purina, culminating with him serving as co-president for Protein Technologies International. Since 2001, Mr. Hatfield has been an independent consultant involved with mergers and acquisitions.

Mr. Hatfield is also involved with the World Affairs Council, where he currently serves as the president. He is the vice chairman of the Boeing Institute Board at St. Louis University and a Board member of the Scholarship Foundation of St. Louis.

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 national leader in

pharmaceuticals that compete with branded products, and Ther-Rx Corporation, its branded drug subsidiary.

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

For media related information and inquiries please contact:

Dan Callahan
Fleishman-Hillard
P: (314) 982-0553
E: dan.callahan@fleishman.com

Investors:

Catherine Biffignani
Vice President, Investor Relations
KV Pharmaceutical Company
P: (314) 645-6600
F: (314) 644-2419
E: cbiffignani@kvpharmaceutical.com