-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WHXCx1cgBmvKoKOdwhZlSz6CVQEQRQ3rOhqh5eaBpkeK8UgXozKspYzlSkgZIB3Q q+/YqnSmg1e+uD2fYrUXvQ== 0000893220-04-002607.txt : 20041203 0000893220-04-002607.hdr.sgml : 20041203 20041203115650 ACCESSION NUMBER: 0000893220-04-002607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANNETT CO INC CENTRAL INDEX KEY: 0000057725 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 230787699 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31298 FILM NUMBER: 041182554 BUSINESS ADDRESS: STREET 1: 9000 STATE RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2153339000 MAIL ADDRESS: STREET 1: 9000 STATE ROAD STREET 2: 9000 STATE ROAD CITY: PHLADELPHIA STATE: PA ZIP: 19136 FORMER COMPANY: FORMER CONFORMED NAME: NETHERLANDS SECURITIES INC DATE OF NAME CHANGE: 19660629 8-K 1 w69338e8vk.txt FORM 8-K LANNETT COMPANY, INC. 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 1, 2004 LANNETT COMPANY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-9036 23-0787-699 - -------------------------------- --------- -------------- State or other Jurisdiction Commission I.R.S. Employer of Incorporation or Organization File Number Identification No. 9000 State Road, Philadelphia, PA 19136 ---------------------------------------- Address of Principal Executive Offices and Zip Code Registrant's telephone number, including area code: (215) 333-9000 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report. 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 1, 2004, the Lannett Company, Inc. (the "Company") entered into a Separation Agreement and General Release with Larry Dalesandro, its chief financial officer. The Separation Agreement and General Release addresses the terms and conditions of Mr. Dalesandro's resignation as our chief financial officer effective December 1, 2004 for personal reasons and his provision of services to the Company thereafter. Under the Separation Agreement and General Release, the Company will pay Mr. Dalesandro an amount equal to his current base salary for a period of eighteen (18) months after the termination date, will pay his premium for insurance coverage pursuant to COBRA if he elects such coverage, and will reimburse him for other medical expenses he may incur that would have been covered under the Company's existing medical plan had he been employed by the Company as an executive at that time. Additionally, Mr. Dalesandro shall be entitled to receive a pro-rated annual cash bonus for the current fiscal year calculated as if all base targets and base goals have been achieved, and all outstanding stock options awarded to Mr. Dalesandro prior to his termination of employment have become 100% vested upon the termination of his employment. During the eighteen (18) month severance period, Mr. Dalesandro is free to accept other employment but may not induce any customer of the Company to terminate its business with the Company or solicit any customer of the Company in connection with any products being offered for sale by the Company or in its research and development pipeline as the date of the termination of Mr. Dalesandro's employment. Furthermore, during the eighteen (18) month severance period, Mr. Dalesandro shall not solicit any executive or agent of the Company for employment or induce any such person to terminate his or her employment or association of the Company. Mr. Dalesandro has agreed to a general release of all claims he has nor may have against the Company and to customary restrictions on his use of Company proprietary information following his resignation. Pursuant to the Separation Agreement and General Release, Mr. Dalesandro has agreed, for no additional consideration, to assist in the transition of the chief financial officer duties to the Company's new interim chief financial officer between the effective date of his resignation and the balance of the Company's current fiscal year and, to the extent that it does not interfere with any future employment, be available for consultation in connection with the preparation of financial statements throughout the balance of the Company's current fiscal year. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS A. Departure of Chief Financial Officer Effective December 1, 2004, Larry Dalesandro, the chief financial officer of the Company, delivered his resignation. There were no disagreement with Mr. Dalesandro of the nature required to be disclosed pursuant to Item 5.02(a) of this Form 8-K. Item 1.01 above sets forth the description of the terms and conditions of Mr. Dalesandro's departure. B. Appointment of Interim Chief Financial Officer Effective December 1, 2004, Michael Tuterice has been appointed and will assume the duties as the Company's interim chief financial officer. Mr. Tuterice has been the Company's Financing Reporting Manager. Previously, Mr. Tuterice was an Audit Supervisor with Grant Thornton. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 10.1 Separation Agreement and General Release dated December 1, 2004 between Lannett Company, Inc. and Larry Dalesandro 99.1 December 1, 2004 Press Release 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. LANNETT COMPANY, INC By: /s/ Arthur Bedrosian President Date: December 2, 2004 EXHIBIT INDEX Exhibit: Description: 10.1 Separation Agreement and General Release dated December 1, 2004 between Lannett Company, Inc. and Larry Dalesandro 99.1 December 1, 2004 Press Release 3 EX-10.1 2 w69338exv10w1.txt SEPERATION AGREEMENT AND GENERAL RELEASE DATED 12/01/04 EXHIBIT 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter referred to as the "Agreement") is made and entered into by and between Larry Dalesandro (as used herein, "Executive" includes Larry Dalesandro and his legal representatives, agents, heirs, executors, administrators, successors and assigns), and Lannett Company, Inc., its divisions, parents, subsidiaries, affiliates or related companies, its and their past, present and future officers, directors, shareholders, trustees, partners, insurers, attorneys, legal representatives, employees and agents and all of its and their respective heirs, executors, administrators, successors and assigns and benefit plans (hereinafter, "Company"), for the following purpose and with reference to the following facts: WHEREAS, Executive has been employed by Company as its Chief Financial Officer and wishes to resign his employment for personal reasons; WHEREAS, Executive was given the option of taking a leave of absence, but elected to resign his employment with Company; WHEREAS, the parties agree that, pursuant to Executive's Employment Agreement dated June 17, 2004 (the "Employment Agreement"), Executive would not be entitled to any severance in connection with the resignation of his employment with Company; WHEREAS, in recognition of Executive's years of service to Company, in exchange for his execution of the Release set forth below, and subject to the conditions set forth herein, Company wishes to extend to Executive the severance to which he would have been entitled under his Employment Agreement had he been terminated without cause; NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the undersigned agree as follows: 1. Resignation: Executive hereby resigns his employment and office with Company effective December 1, 2004 and Company accepts his resignation; 2. Separation Payments and Benefits: Company hereby extends the following payments and benefits to Executive in exchange for the Release set forth in paragraph 3 below: (a) continuation of his current base salary at the annualized rate of $132,860.00, net of applicable payroll deductions and in accordance with Company's generally-applicable payroll practices, for an additional eighteen (18) months, i.e., through May 31, 2006. (b) continuation of his current health and dental insurance coverage at the same level as Executive participated as of November 31, 2004, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), at no cost to him for an additional eighteen (18) months, i.e., through May 31, 2006. If Lannett Company, Inc., or any successor organization, ceases to offer any health or dental insurance to any employee prior to May 31, 2006, Company shall pay to Executive the premiums that Company would have paid for health and dental insurance for Executive for the remaining months through May 31, 2006; (c) continuation of his current life insurance coverage at the same level as Executive participated as of November 31, 2004 at no cost to him for an additional eighteen (18) months, i.e. through May 31, 2006. If Lannett Company, Inc., or any successor organization, ceases to offer any life insurance to any employee prior to May 31, 2006, Company shall pay to Executive the premiums that Company would have paid for life insurance for Executive for the remaining months through May 31, 2006; 2 (d) a pro rated annual cash bonus for the current fiscal year equal to five-twelfths of the cash bonus Executive would have been entitled to receive had he remained employed by Company through the remainder of the current fiscal year. The bonus will be paid to Executive at the time that the balance of the 2005 Management Incentive Bonus Award is paid to active participants in the program, and will be subject to applicable payroll deductions in accordance with Company's generally-applicable payroll practices; and (e) all outstanding Company stock options awarded to Executive prior to December 1, 2004 will be one hundred percent (100%) vested as of December 1, 2004. The Company agrees to extend, and agrees to cause the Plan Administrator for the Company's stock option plans to extend, the exercise period for any non-qualified stock options currently held by Executive through May 31, 2006. 3. Release: In exchange for the payments and other consideration provided for in this Agreement, Executive waives, releases and gives up any and all claims and rights which he may have against Company and any of its benefit plans, or their respective predecessors, successors and assigns (as well as their respective past or present trustees, officers, directors, agents, representatives or employees and their respective successors and assigns, heirs, executors, and personal or legal representatives) ("Released Parties"), based on any act, event, or omission occurring before the execution of this Agreement, including but not limited to, any events related to, arising out of or in connection with Executive's employment with Company or its predecessors and his separation from employment. Executive specifically waives, releases and gives up any and all claims arising from or relating to his employment and separation from Company based on any act, event, or omission occurring before the execution of this Agreement, including but not limited to any claim which could be asserted now or in the future under (a) the 3 common law, including but not limited to theories of breach of express or implied contract or duty, tort, defamation, or violation of public policy; (b) any policies, practices, or procedures of Lannett; (c) any federal, state and/or local statute or regulations, including but not limited to: the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Section 1001 et seq.; the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000 (e), et seq.; the Equal Pay Act, 29 U.S.C. Section 206 (d), et seq.; the Family and Medical Leave Act, 29 U.S.C. Section 2601, et seq.; and/or the Pennsylvania Human Relations Act, as amended, 43 P.S. Section 951 et seq.; (d) any contract of employment, express or implied; (e) any provision of the Constitution or laws of the United States, the Commonwealth of Pennsylvania, or any other state, or the City of Philadelphia; (f) any and all claims or actions for attorneys' fees; and (g) any provision of any other law, common or statutory, of the United States, Pennsylvania, or any other state. 4.Employment Agreement: The following provisions of the Employment Agreement shall remain in full force and effect: (a) "CONFIDENTIAL INFORMATION. During Executive's employment with Company and at all times after the termination of such employment, regardless of the reason for such termination, Executive shall hold all Confidential Information relating to Company in strict confidence and in trust for Company and shall not disclose or otherwise communicate, provide or reveal in any manner whatsoever any of the Confidential Information to anyone other than Company without the prior written consent of Company. `Confidential Information' includes, without limitation, financial information, related trade secrets (including, without limitation, Company's business plan, methods and/or practices) and other proprietary business information of Company which may include, without limitation, market studies, customer and 4 client lists, referral lists and other items relative to the business of Company. `Confidential Information' shall not include information which is or becomes in the public domain through no action by Executive or information which is generally disclosed by Company to third parties without restrictions on such third parties." (b) "SOLICITATION OF CUSTOMERS. During his employment with Company and for a period of eighteen (18) months after the termination of Executive's employment, regardless of the reason for the termination (the `Non-Competition Period'), Executive shall not, whether directly or indirectly, for his own benefit or for the benefit of any other person or entity, or as a partner, stockholder, member, manager, officer, director, proprietor, employee, consultant, representative, agent of any entity other than Company, solicit, directly or indirectly, any customer of Company, or induce any customer of Company to terminate any association with Company, in connection with those certain products being offered for sale by Company or in its research and development pipeline on the date of termination of Executive's employment (The `Restricted Products') or otherwise attempt to provide services to any customer of Company in connection with the Restricted Products. Executive shall prevent such solicitation to the extent he has authority to prevent same and otherwise shall not interfere with the relationship between Company and its customers. This provision shall not be interpreted to prohibit, prevent or otherwise impair the Executive's ability and right to seek and obtain employment from a competitor of the Company, even if said competitor is currently selling products to the Company's customers that are the same as Company's products. While the Executive shall be unrestricted in seeking to sell products to the Company's customers that are different than the Company's products, it is the intent of this paragraph to preclude the 5 Executive from having said competitor replace the Company as a supplier of a product or otherwise take existing sales from the Company for the period in question." (c) "SOLICITATION OF EXECUTIVES AND OTHERS. During his employment with Company and during the Non-Competition Period, Executive shall not, whether directly or indirectly, for his own benefit or for the benefit of any other person or entity, or as a partner, stockholder, member, manager, officer, director, proprietor, employee, consultant, representative, agent of any entity other than Company, solicit, for purposes of employment or association, any Executive or agent of Company (`Solicited Person'), or induce any Solicited Person to terminate such employment or association for purposes of becoming employed or associated elsewhere, or hire or otherwise engage any Solicited Person as an executive or agent of an entity with whom Executive may be affiliated or permit such, or otherwise interfere with the relationship between Company and its employees and agents. For purposes of this Agreement, an employee or agent of Company shall mean an individual employed or retained by Company during the term and/or who terminates such association with Company within a period of six (6) months after the termination of Executive's employment with Company." (d) "NON-COMPETITION. Without the written consent of the President or the Chief Executive Officer, during his employment with Company and during the Non-Competition Period, Executive shall not directly or indirectly, as an officer, director, shareholder, member, partner, joint venturer, Executive, independent contractor, consultant, or in any other capacity: (1) Engage, own or have any interest in; (2) Manage, operate, join, participate in, accept employment with, render advice to, or become interested in or be connected with; 6 (3) Furnish consultation or advice to; or (4) Permit his name to be used in connection with; Any person or entity engaged in a business in the United States or Canada which is engaged in the manufacture, distribution or sale of the Restricted Products or which otherwise competes with the business of Company as it exists from time to time and, in the case of termination of this Agreement, as it exists on the termination date. Notwithstanding the foregoing, holding one percent (1%) or less of an interest in the equity, stock options or debt of any publicly traded company shall not be considered a violation of this provision." (e) "DISCLOSURE AND OWNERSHIP OF WORK PRODUCT AND INFORMATION. (1) Executive agrees to disclose promptly to Company all ideas, inventions (whether patentable or not), improvements, copyrightable works of original authorship (including but not limited to computer programs, compilations of information, generation of data, graphic works, audio-visual materials, technical reports and the like), trademarks, know-how, trade secrets, processes and other intellectual property, developed or discovered by Executive in the course of his employment relating to the business of Company, or to the prospective business of Company, or which utilizes Company's information or staff services (collectively, "Work product"). (2) Work product created by Executive within the scope of Executive's employment, on Company time, or using Company resources (including but not limited to facilities, staff, Information, time and funding), belongs to Company and is not owned by Executive individually. Executive agrees that all works of original authorship created during his employment are "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, you retain any intellectual property rights 7 in any Work product, Executive hereby assigns to Company all right, title and interest in all such Work product, including copyrights, patents, trade secrets, trademarks and know-how. (3) Executive agrees to cooperate with Company, at Company's expense, in the protection of Company's information and the securing of Company's proprietary rights, including signing any documents necessary to secure such rights, whether during or after your employment with Company, and regardless of the fact of any employment with a new company." (f) "ENFORCEMENT OF AGREEMENT; INJUNCTIVE RELIEF; ATTORNEYS' FEES AND EXPENSES. Executive acknowledges that violation of this Agreement will cause immediate and irreparable damage to Company, entitling it to injunctive relief. Executive specifically consents to the issuance of temporary, preliminary, and permanent injunctive relief to enforce the terms of this Agreement. In addition to injunctive relief, Company is entitled to all money damages available under the law. If Executive violates this Agreement, in addition to all other remedies available to Company at law, in equity, and under contract, Executive agrees that Executive is obligated to pay all Company's costs of enforcement of this Agreement, including attorneys' fees and expenses." (g) Except as set forth in paragraph 5(c) below, the following provision of Executive's Employment Agreement shall remain in full force and effect: "INDEMNIFICATION. To the fullest extent permitted by applicable law, the Company shall indemnify, defend and hold harmless the Executive from and against any and all claims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs and expenses (including reasonable attorneys' fees and settlement expenses) arising from or relating to his service or status as an officer, director, employee, agent or representative of the Company or any affiliate of the Company or in any 8 other capacity in which the Executive serves or has served at the request of, or for the benefit of, the Company or its affiliates. The Company's obligations under this section shall be in addition to, and not in derogation of, any other rights the Executive may have against the Company to indemnification or advancement of expenses, whether by statute, contract or otherwise, and the Company's obligations pursuant to this Section 18 shall survive termination of the Executive's employment." 5. Indemnification of Company by Executive; Claims: (a) Notwithstanding the Indemnification provision set forth in paragraph 4(g) above, Executive agrees to indemnify Company from and against any and all claims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs and expenses (including reasonable attorneys' fees and settlement expenses) arising from or relating to any claim that Executive engaged in any acts and/or conduct outside of the scope of his duties as Chief Financial Officer, where a majority of the Board of Directors concludes after an internal investigation and consultation with Executive that Executive engaged in any acts and/or conduct giving rise to the claim (hereinafter, "Claim"). Once a majority of the Board of Directors concludes after an internal investigation and consultation with Executive that Executive engaged in acts and/or conduct giving rise to the Claim, Executive shall have an opportunity within five (5) days to cause the Company to hire at Executive's expense a neutral third party who will be selected by Company to promptly investigate whether Executive engaged in any acts and/or conduct giving rise to the Claim. If the neutral third party concurs with the Board's findings, Executive shall be required to indemnify Company from and against the Claim, as set forth above, and the provisions set forth in paragraphs 5(b) and 5(c) below shall also apply. If the neutral third party finds that Executive did not engage in any acts and/or conduct giving rise to 9 the Claim, Executive shall not be required to indemnify the Company with respect to the Claim, and the provisions set forth in paragraphs 5(b) and 5(c) below shall not apply with respect to the Claim. The findings of any such neutral third party shall be final and binding on Executive and Company. (b) Should a Claim (as defined in paragraph 5(a) above) be filed against Company or Executive in any administrative agency or court prior to May 31, 2006, Company's remaining obligations under paragraph 2 of this Agreement, with the exception of the obligations set forth in paragraph 2(b) of the Agreement, shall cease. Any salary payments to which Executive would otherwise have been entitled pursuant to paragraph 2(a) of the Agreement shall be applied towards his obligation to indemnify the Company as set forth in paragraph 5(a) above, including towards any settlement of the Claim. (c) Company shall have no obligation to indemnify Executive with respect to a Claim pursuant to paragraph 4(g) above or any other provision should a Claim (as defined in paragraph 5(a) above) be filed against Executive in any administrative agency or Court. 6. Cooperation: Executive agrees to make himself available and to cooperate in any reasonable manner in providing reasonable assistance to Company: (1) in concluding any matters which are presently pending; (2) in connection with any matters that may arise in the future which relate to his employment with Company as Chief Financial Officer; (3) in connection with the transition of the Chief Financial Officer duties to a new interim Chief Financial Offer; (4) in connection with the Company's preparation of financial statements with respect to the Company's current fiscal year ending June 30, 2005; and (5) in connection with any Claim. It is agreed and understood by Company and Executive that, although such cooperation and assistance shall not interfere with any subsequent employment obtained by Executive, Company 10 shall have no obligation to compensate Executive for said time other than as set forth in this Agreement. 7. Complete Bar: Executive agrees that the parties released above in paragraph 3 may plead this Agreement as a complete bar to any action or suit before any court or administrative body with respect to any claim released herein. 8. Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of Company and its successors and assigns, including any successor via merger or consolidation. This Agreement shall be binding upon and inure to the benefit of Executive, his heirs and personal representatives. This Agreement is not assignable by Executive. 9. Entire Agreement: This Agreement, including those provisions of the Employment Agreement recited in paragraph 4 above that shall remain in full force and effect, contains the entire agreement among the parties, and may be modified only in a written document executed in the same manner as this Agreement, and no agreements, representations, or statements of any party not contained herein shall be binding on such party, except as set forth above. 10. Enforcement: Any party shall have the right specifically to enforce this Agreement, except for provisions which subsequently may be held invalid or unenforceable, and/or obtain money damages for its breach, including reasonable attorneys' fees. 11. Full Knowledge: Executive warrants, represents and agrees that in executing this Agreement, he does so with full knowledge of any and all rights which he may have with respect to the Released Parties. 11 12. No Reliance: Executive further states that he is not relying and has not relied on any representation or statement made by the Released Parties, or any of them, with respect to Executive's rights or asserted rights. 13. Advice of Counsel: Executive represents that he has availed himself of the advice of counsel prior to signing this Agreement and is satisfied with his counsel's advice and that he is executing the Agreement voluntarily and fully intending to be legally bound because, among other things, the Agreement provides valuable benefits to him which he otherwise would not be entitled to receive. 14. Controlling Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 15. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original with respect to any party whose signature appears thereon and all of which shall together constitute one and the same instrument. EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES THE CONTENTS OF THIS AGREEMENT AND THAT HE EXECUTES THE SAME AND MAKES THE SETTLEMENT PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS FREE WILL. 12 IN WITNESS WHEREOF, expressly intending to be legally bound hereby, Executive and Company have executed this Separation Agreement and General Release on the dates indicated below. /s/ Ronald G. Wenger /s/ Larry Dalesandro - --------------------------------- --------------------------------- Witness Larry Dalesandro December 1, 2004 December 1, 2004 - --------------------------------- --------------------------------- Date Date LANNETT COMPANY, INC. /s/ Hilda Cuanola By: /s/ Arthur Bedrosian - --------------------------------- ----------------------------- Witness Name: Arthur Bedrosian Title: President November 24, 2004 November 24, 2004 - --------------------------------- --------------------------------- Date Date 13 EX-99.1 3 w69338exv99w1.txt DECEMBER 1, 2004 PRESS RELEASE EXHIBIT 99.1 LANNETT COMPANY, INC. FOR DECEMBER 1, 2004 RELEASE LANNETT COMPANY, INC. CHIEF FINANCIAL OFFICER RESIGNS Lannett Company, Inc. (AMEX:"LCI") today announced that Larry Dalesandro, its chief financial officer (CFO), has resigned effective December 1, 2004 for personal reasons. Lannett has appointed Michael Tuterice as interim chief financial officer of the Company. Mr. Dalesandro has agreed to assist in the transition of the chief financial officer duties to Mr. Tuterice, and to be available for assistance and consultation to Lannett throughout the balance of the current fiscal year. "Speaking on behalf of his many colleagues here at Lannett, Larry has been an instrumental part of Lannett's growth in the past few years. Mr. William Farber, our Chief Executive Officer and I will miss his valuable contribution to our Company. All of us here at Lannett wish Larry the very best in his future endeavors", said Arthur Bedrosian, President. The appointment of Michael Tuterice as interim Chief Financial Officer will provide Lannett with a smooth transition process for this important Company function. Mr. Tuterice has assisted Mr. Dalesandro as Financial Reporting Manager this past year and has a number of years experience prior to joining Lannett. He's a graduate of St. Joseph's University with a BS in Business Administration, Cum Laude. Like Mr. Dalesandro, he is a Certified Public Accountant (CPA) and an alumnus of Grant Thornton LLP where he achieved the position of Audit Supervisor. His other work experience included stints as assistant Controller and Controller, as well as an Adjunct Professor at Immaculata College. "I am confident Mr. Tuterice will handle the transition to interim CFO smoothly and without interruption" said Mr. Farber, Chief Executive Officer and Chairman of the Board of Directors. THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WHICH EXPRESS THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND INVOLVE A NUMBER OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD CAUSE LANNETT'S FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER SIGNIFICANTLY FROM THE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE LANNETT'S ABILITY TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE ADDITIONAL PHARMACEUTICAL PRODUCTS, THE INTRODUCTION OF COMPETITIVE GENERIC PRODUCTS, THE IMPACT OF COMPETITION FROM BRAND-NAME COMPANIES THAT SELL THEIR OWN GENERIC PRODUCTS OR SUCCESSFULLY EXTEND THE EXCLUSIVITY PERIOD OF THEIR BRANDED PRODUCTS, THE AVAILABILITY OF PRODUCT LIABILITY COVERAGE IN THE CURRENT INSURANCE MARKET, THE IMPACT OF PHARMACEUTICAL INDUSTRY REGULATION AND PENDING LEGISLATION THAT COULD AFFECT THE PHARMACEUTICAL INDUSTRY, THE DIFFICULTY OF PREDICTING U.S. FOOD AND DRUG ADMINISTRATION AND OTHER REGULATORY AUTHORITY APPROVALS, ACCEPTANCE AND DEMAND FOR NEW PHARMACEUTICAL PRODUCTS AND NEW THERAPIES, UNCERTAINTIES REGARDING MARKET ACCEPTANCE OF INNOVATIVE PRODUCTS NEWLY LAUNCHED, CURRENTLY BEING SOLD OR IN DEVELOPMENT, THE IMPACT OF RESTRUCTURING OF CLIENTS, RELIANCE ON STRATEGIC ALLIANCES, EXPOSURE TO PRODUCT LIABILITY CLAIMS, DEPENDENCE ON PATENT AND OTHER PROTECTIONS FOR INNOVATIVE PRODUCTS, FLUCTUATIONS IN CURRENCY, EXCHANGE AND INTEREST RATES, OPERATING RESULTS AND OTHER FACTORS THAT ARE DISCUSSED IN LANNETT'S ANNUAL REPORT ON FORM 10K FOR ITS FISCAL YEAR ENDED JUNE 30, 2004 AND ITS OTHER FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY OR REVISE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE. Lannett Company's common stock trades on the American Stock Exchange under the symbol "LCI." 2 -----END PRIVACY-ENHANCED MESSAGE-----