Attached files
| file | filename |
|---|---|
| EX-99.1 - HI TECH PHARMACAL CO INC | v182554_ex99-1.htm |
| EX-99.2 - HI TECH PHARMACAL CO INC | v182554_ex99-2.htm |
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)
April 26,
2010
|
HI-TECH PHARMACAL CO.,
INC.
|
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(Exact
Name of Registrant as Specified in Its
Charter)
|
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(State
or Other Jurisdiction of
Incorporation)
|
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No. 0-20424
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11-2638720
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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369 Bayview Avenue, Amityville, New
York
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11701
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Hi-Tech Pharmacal Co., Inc. (the
“Company”) and Dr. Kamel Egbaria entered into an employment agreement pursuant
to which Dr. Egbaria is to serve as Chief Scientific Officer – Executive Vice
President, effective April 26, 2010.
On April 28, 2010, the Company issued a
press release (attached hereto as Exhibit 99.2) announcing the commencement of
Dr. Egbaria’s employment.
The term of the employment agreement is
until April 26, 2013, unless earlier terminated pursuant to the provisions of
the agreement. Dr. Egbaria is to receive an annual base salary of
$350,000. Upon each anniversary of the effective date during the term
of the employment agreement, Dr. Egbaria’s salary will be increased by
5%. Dr. Egbaria will be entitled to receive certain bonuses upon the
submission with the FDA of Abbreviated New Drug Applications and further bonuses
upon the approval by the FDA of same. Dr. Egbaria shall also be
entitled to participate in the Company’s executive bonus pool. Dr.
Egbaria shall receive, on the effective date, and upon each anniversary of the
effective date (subject to approval by the Company’s Compensation Committee), an
option to purchase 40,000 shares of the Company’s common stock, subject to the
Company’s Amended and Restated Stock Option Plan.
The employment agreement provides that
Dr. Egbaria’s employment shall terminate in the event of Dr. Egbaria’s death or
total disability, or a termination for Cause, or a termination by Dr. Egbaria
for Good Reason, or a termination by the Company upon six (6) months’ prior
written notice (a “Discretionary Termination”). In the case of a
Discretionary Termination or a termination by Dr. Egbaria for Good Reason, Dr.
Egbaria will be entitled to receive severance payments equal to the sum of (i)
the greater of (A) six (6) months of Dr. Egbaria’s salary or (B) Dr. Egbaria’s
salary for the balance of the term of the agreement and (ii) the bonus received
by Dr. Egbaria for the year prior to such termination. In addition,
the Company will keep in effect all health insurance and benefits for a period
equal to the lesser of the balance of the term of the agreement or until Dr.
Egbaria obtains similar benefits from a new employer. Dr. Egbaria is
not entitled to receive severance in the event his employment is terminated for
Cause, or as a result of his total disability or death.
In the event Dr. Egbaria’s employment
is terminated following a Change in Control (as defined in the agreement),
except for a termination as a result of Cause, or Dr. Egbaria’s death or total
disability, the Company will pay or cause its successor to pay to Dr. Egbaria,
in cash, a lump sum within fifteen (15) days after the Change in Control
Termination, an amount equal to two (2) times Dr. Egbaria’s base compensation
which equals the sum of (i) his annual salary on the day preceding the Change in
Control Termination, plus (ii) his annual bonus for the year immediately
preceding the Change in Control Termination. In addition, following a
Change in Control Termination, the Company or its successor will keep in effect
all health insurance and benefits for a period equal to the lesser of one year
or until Dr. Egbaria obtains similar benefits from a new employer.
The employment agreement contains
standard work for hire, confidentiality and indemnification
provisions.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
of
Exhibit
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99.1
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Employment
Agreement of Kamel Egbaria
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99.2
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April
28, 2010 Press
Release
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2
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.
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Date:
April 28, 2010
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HI-TECH
PHARMACAL CO., INC.
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/s/ David
Seltzer
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Name: David
Seltzer
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Title: President
and Chief Executive
Officer
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3