Attached files
| file | filename |
|---|---|
| EX-10.1 - HI TECH PHARMACAL CO INC | v201826_ex10-1.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)
|
November 10,
2010
|
|
HI-TECH PHARMACAL CO., INC.
|
|
(Exact Name of Registrant as
Specified in Its
Charter)
|
|
Delaware
|
|
(State or Other Jurisdiction
of
Incorporation)
|
|
No. 0-20424
|
11-2638720
|
|
(Commission
File Number)
|
(IRS Employer Identification
No.)
|
|
369 Bayview Avenue, Amityville, New
York
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11701
|
|
(Address of Principal
Executive Offices)
|
(Zip
Code)
|
|
(631) 789-8228
|
|
(Registrant’s Telephone
Number, Including Area
Code)
|
|
|
|
(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):
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
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
Reuben Seltzer – Employment
Agreement.
On November 10, 2010, Hi-Tech Pharmacal
Co., Inc. (the “Company”) and Mr. Reuben Seltzer entered into to an Employment
Agreement (the “Agreement”), a copy of which is being filed as Exhibit 10.5 to
this Current Report on Form 8-K.
The Agreement, effective as of
September 13, 2010, provides for a term of’ employment until April 30,
2013. The term is automatically renewed for successive one (1) year
terms unless terminated (i) by the Company upon six (6) months advance written
notice to Mr. Seltzer, (ii) by Mr. Seltzer upon thirty (30) days advance written
notice to the Company, or (iii) unless terminated in accordance with the
provisions of Section 5 of the Agreement. The Agreement provides that
he will receive as compensation for his services an annual salary equal to
$425,000 for the period September 13, 2010 through April 30, 2011 and
for each fiscal year thereafter during the term of the Agreement, Mr. Seltzer
will be paid a base salary equal to the sum of (a) the Base Salary for the
immediately preceding fiscal year and (b) an amount determined by multiplying
the Base Salary in effect for the immediately preceding fiscal year by five (5%)
percent. Mr. Seltzer may also receive a bonus during each year of
employment which shall be determined in accordance with performance goals set by
the Company’s Compensation Committee in its sole discretion. The
bonus may be based on, among other things, Mr. Seltzer’s development and
implementation of strategic objectives, acquisitions, product development,
strategic alliances, including but not limited to, licensing arrangements and
joint ventures, financings and strategic divestitures. Mr. Seltzer received
options to purchase 45,000 shares of the Company’s common stock on November 10,
2010 with an exercise price equal to the closing price as of the close of
business on such date. In addition, he received and will be eligible annually to
receive options to purchase a minimum amount of 50,000 shares of the Company’s
common stock, in accordance with the terms of the Company’s 2009 Stock Option
Plan.
The Agreement provides that in the
event of a termination of Mr. Seltzer’s employment by the Company without cause
or by Mr. Seltzer for Good Reason (as that term is defined in the Agreement),
Mr. Seltzer will receive severance equal to the sum of (i) his Salary for the
greater of 6 months or the balance of the term of the Agreement and
(ii) the pro rata portion of his bonus for
the prior year. The Agreement provides that in the event of
Mr. Seltzer’s disability, he will be paid his Salary during the continuance of
his disability; provided, however, that the Salary paid to Mr. Seltzer shall be
reduced by any proceeds paid to Mr. Seltzer, his designee or estate, from a
disability insurance policy owned by the Company.
The
Agreement also provides that in the event of a Change in Control of the Company
(as defined in the Agreement), the Company will pay or cause its successor to
pay to Mr. Seltzer, in cash, in a lump sum within fifteen (15) days after the
Change in Control, an amount equal to three times his base compensation which
equals the sum of (i) his annual salary on the day preceding the Change in
Control, plus (ii) his annual bonus for the year immediately preceding the
Change in Control. In addition, following a Change in Control, at no
cost to Mr. Seltzer, the Company will maintain for Mr. Seltzer and his
dependents, all health, insurance and welfare benefits for the lesser of one
year or until he and his dependents are eligible for similar benefits from his
new employer and will continue to pay the automobile allowance provided in
Section 4.4 of the Agreement until the end of the automobile lease then in
effect but not more than 2 years.
2
The
Agreement contains standard confidentiality provisions and indemnification
provisions.
|
ITEM
5.07
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
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On November 10, 2010, the Company held
an annual meeting of its shareholders.
The matters considered and voted on by
the shareholders at the annual meeting and the vote of the shareholders were as
follows:
1. The
following individuals were elected as directors of the Company until the
Company’s 2011 Annual Meeting of Shareholders:
|
For
|
Withheld
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Broker Non-Votes
|
||
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David
Seltzer
|
7,558,252
|
194,122
|
2,282,035
|
|
|
Reuben
Seltzer
|
7,476,292
|
276,082
|
2,282,035
|
|
|
Martin
M. Goldwyn
|
6,883,310
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869,064
|
2,282,035
|
|
|
Yashar
Hirshaut, M.D.
|
6,160,196
|
1,592,178
|
2,282,035
|
|
|
Jack
van Hulst
|
6,552,129
|
1,200,245
|
2,282,035
|
|
|
Anthony
J. Puglisi
|
7,215,093
|
537,281
|
2,282,035
|
|
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Bruce
W. Simpson
|
6,096,093
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1,656,281
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2,282,035
|
|
2. The
amendment of the Company’s 2009 Stock Option Plan to increase by 1,000,000 the
number of shares of Common Stock reserved for issuance thereunder.
|
For
|
Against
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Abstain
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Broker Non-Votes
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|
5,115,886
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2,087,694
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548,794
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2,282,035
|
3. The
ratification of the appointment of EisnerAmper LLP, formerly Eisner LLP, as the
Company’s independent auditors for the fiscal year ending April 30,
2011.
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For
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Against
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Abstain
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|
9,590,070
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63,528
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380,811
|
3
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.
| Date: November 10, 2010 | HI-TECH PHARMACAL CO., INC. | ||
|
|
/s/ David S. Seltzer | ||
| Name: David S. Seltzer | |||
| Title: President and Chief Executive Officer | |||
4
INDEX
TO EXHIBITS
|
Exhibit Number
|
Description
|
|
10.5
|
Employment
Agreement of Reuben
Seltzer
|
5