Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - K-V Pharmaceutical Co | d8k.htm |
| EX-99.2 - LETTER DATED JUNE 15, 2010 - K-V Pharmaceutical Co | dex992.htm |
Exhibit 99.1
June 15, 2010
K-V Pharmaceutical Company
1 Corporate Woods Drive
Bridgeton, Missouri 63044
| Attention: | Gregory Divis, Interim President and CEO | |
| Janice C. Forsyth, General Counsel, Vice President and Secretary |
Dear Gregory and Janice,
This letter shall be notice of my resignation as a member of the Board of Directors (the “Board”), as a member of any Board committee, and as the Chairman of the Board of K-V Pharmaceutical Company (“KV” or the “Company”). My resignation will become effective upon the earlier of (a) the Board’s appointment of my replacement and (b) July 7, 2010.
Given the Board’s current composition, I no longer believe that I can effectively carry out my Board responsibilities. Accordingly, I feel I am required to resign and hereby request that KV publicly disclose that my resignation is the result of a disagreement of the type described in Item 5.02(a) of Form 8-K under the Securities Exchange Act of 1934, as amended. Based on the recent actions taken at KV’s Annual Meeting of the Shareholders, at which only three of the Board’s seven nominees were elected, as well as other recent events, I have serious concerns regarding the ability of the newly-constituted Board and senior management to provide the required independent oversight of KV’s business during this critical time in the Company’s history.
Independent directors Bellin, Carlie, Killmer, Sampson, Schellenger and myself have worked countless hours over these many months to support management in its effort to return the Company back to a state of full cGMP compliance and business success. These directors, management and the full employee population came to their responsibilities everyday with focus on compliance and building value for all of the Company’s shareholders.
My resignation is without prejudice to any of my rights (including indemnification, advancement of expenses, D&O insurance or exculpation) to which I may be entitled, by reason of the fact that I have been a director of KV, under the KV certificate of incorporation, the KV bylaws, any applicable insurance policy, any agreement to which I may be a party, or any applicable law.
June 15, 2010
Page 2
I wish the Company much success in the future.
Sincerely,
| /s/ Terry B. Hatfield |
| Terry B. Hatfield |
| cc: | Members of the Board of Directors |