U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM____________ TO
Commission File No. 0-9036
LANNETT COMPANY, INC.
(Name of small business issuer in its charter)
STATE OF DELAWARE 23-0787-699
State of Incorporation I.R.S. Employer I.D. No.
9000 STATE ROAD
PHILADELPHIA, PENNSYLVANIA 19136
(215) 333-9000
(Address of principal executive offices and telephone number)
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
Yes [ ] No [X]
The issuer had net sales of $42,486,758 for the fiscal year ended June 30,
2003.
As of August 26, 2003, the aggregate market value of the voting stock held
by non-affiliates was approximately $106,812,000 computed by reference to the
closing price of the stock on the American Stock Exchange.
As of August 26, 2003, there were 20,045,390 shares of the issuer's common
stock, $.001 par value, outstanding.
Page 1 of 30 pages
Exhibit Index on Page 4
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LANNETT COMPANY, INC.
Date: June 17, 2004 By: /s/ William Farber
-----------------------------------
William Farber,
Chairman of the Board and
Chief Executive Officer
Date: June 17, 2004 By: /s/ Larry Dalesandro
-----------------------------------
Larry Dalesandro,
Chief Financial Officer
Chief Accounting Officer
Date: June 17, 2004 By: /s/ Arthur Bedrosian
-----------------------------------
Arthur Bedrosian,
President
Date: June 17, 2004 By: /s/ Marvin Novick
-----------------------------------
Marvin Novick,
Director
Date: June 17, 2004 By: /s/ Ronald West
-----------------------------------
Ronald West,
Director
Date: June 17, 2004 By: /s/ Myron Winkelman
-----------------------------------
Myron Winkelman,
Director
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Date
--------- ----
/s/ William Farber June 17, 2004
--------------------------------------
William Farber,
Chairman of the Board of Directors and
Chief Executive Officer
/s/ Larry Dalesandro June 17, 2004
----------------------------------------
Larry Dalesandro,
Chief Financial Officer
/s/ Arthur Bedrosian June 17, 2004
----------------------------------------
Arthur Bedrosian,
President
/s/ Marvin Novick June 17, 2004
-------------------------------------
Marvin Novick,
Director
/s/ Ronald West June 17, 2004
-----------------------------------
Ronald West,
Director
/s/ Myron Winkelman June 17, 2004
---------------------------------------
Myron Winkelman,
Director
SECTION AMENDED:
The Company hereby amends the Exhibit Index, as set forth herein, and files a
new Exhibit 10.9
EXHIBIT INDEX
Exhibit
Number Description Method of Filing Page
------ ----------- ---------------- ----
3.1 Articles of Incorporation Incorporated by reference to the Proxy Statement -
filed with respect to the Annual Meeting of
Shareholders held on December 6, 1991 (the "1991
Proxy Statement").
3.2 By-Laws, as amended Incorporated by reference to the 1991 Proxy -
Statement.
4 Specimen Certificate for Common Incorporated by reference to Exhibit 4(a) to -
Stock Form 8 dated April 23, 1993 (Amendment No. 3 to
Form 10-KSB for Fiscal 1992) ("Form 8")
10.1 Line of Credit Note dated March Incorporated by reference to Exhibit 10(ad) to -
11, 1999 between the Company, the Annual Report on 1999 Form 10-KSB
Inc. and First Union National
Bank
10.2 Philadelphia Authority for Incorporated by reference to Exhibit 10(ae) to -
Industrial Development Taxable the Annual Report on 1999 Form 10-KSB
Variable Rate Demand/Fixed Rate
Revenue Bonds, Series of 1999
10.3 Philadelphia Authority for Incorporated by reference to Exhibit 10(af) to -
Industrial Development the Annual Report on 1999 Form 10-KSB
Tax-Exempt Variable Rate
Demand/Fixed Revenue Bonds
(Lannett Company, Inc. Project)
Series of 1999
10.4 Letter of Credit and Agreements Incorporated by reference to Exhibit 10(ag) to -
supporting bond issues between the Annual Report on 1999 Form 10-KSB
the Company, Inc. and First
Union National Bank
10.5 2003 Stock Option Plan Incorporated by reference to the Proxy Statement -
for Fiscal Year Ending June 30, 2002
Exhibit
Number Description Method of Filing Page
------ ----------- ---------------- ----
10.6 Terms of Employment Agreement Filed Herewith 6-7
with Kevin Smith
10.7 Terms of Employment Agreement Filed Herewith 8-15
with Arthur Bedrosian
10.8 Terms of Employment Agreement Filed Herewith 16
with Larry Dalesandro
10.9 Agreement between Lannett Filed Herewith 17-23
Company, Inc and Siegfried
(USA), Inc.
11 Computation of Earnings Per Share Filed Herewith 24
13 Annual Report on Form 10-KSB Incorporated by reference to Exhibit 13 to the -
Form 10-KSB for Fiscal 2003
21 Subsidiaries of the Company Filed Herewith 25
31.1 Certification of Chief Executive Filed Herewith 26-27
Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Filed Herewith 28-29
Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32 Certifications of Chief Filed Herewith 30
Executive Officer and Chief
Financial Officer Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002