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): May 3, 1999
IGI, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-08568 01-0355758
(Commission File Number) (I.R.S. Employer Identification No.)
Wheat Road and Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices) (Zip Code)
(609) 697-1441
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 3, 1999, IGI, Inc. (the "Company") announced that on April 14, 1999,
a lawsuit was filed in the U.S. District Court for the Southern District of New
York by Cohanzick Partners, LP, against the Company and certain of its present
and former directors, officers and employees. The suit seeks approximately
$420,000 in damages and alleges violations of the securities laws, fraud and
negligent misrepresentation concerning certain disclosures made and other
actions taken by the Company in 1996 and 1997.
The foregoing description of the announcement is qualified in its entirety
by reference to the full text of the Company's press release which is filed as
Exhibit 99 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The exhibit following the Exhibit Index is incorporated herein by
reference.
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<PAGE>
SIGNATURE
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: May 5, 1999 IGI, INC.
-------------------------
(Registrant)
By: /s/ Edward B. Hager, M.D.
-------------------------
Edward B. Hager, M.D.
Chairman of the Board and
Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99 Press Release dated May 3, 1999.
Exhibit 99
News From:
IGI
Buena, NJ 08310
================================================================================
Release Date: Contact:
May 3, 1999 Thomas Redington
(203) 222-7399
IGI ANNOUNCES LITIGATION WITH FORMER SHAREHOLDER
Buena, NJ May 3, 1999. IGI, Inc., (AMEX:IG) today announced that on April 14,
1999, a lawsuit was filed in the U.S. District Court for the Southern District
of New York by Cohanzick Partners, LP, against IGI, Inc., and certain of its
present and former directors, officers and employees. The suit, which seeks
approximately $420,000 in actual damages together with fees, costs and interest,
alleges violations of the securities laws, fraud and negligent misrepresentation
concerning certain disclosures made and other actions taken by the company in
1996 and 1997.
The Company believes that the plaintiff's allegations are factually incorrect
and legally inadequate and will defend the lawsuit vigorously. While the lawsuit
is at a very preliminary stage and no discovery has taken place, the Company
believes that an unfavorable outcome in the suit would not have a material
adverse impact upon the Company's financial condition, although it could
negatively affect the results of operations for the period in which the matter
is resolved.
The new IGI is a company that is committed to grow by applying its technologies
to deliver cost effective solutions to customer problems. IGI solves problems in
consumer and skin care markets, petcare and poultry production. An increasing
number of IGI's solutions are based on the patented Novasome(R)
microencapsulation technology. Licensed from a former subsidiary, the technology
offers value-added qualities to cosmetics, skin car products, chemicals,
biocides, pesticides, fuels, vaccines, medicines, foods, beverages, petcare
products and other products.
This report contains forward-looking statements relating to IGI's hopes and
expectations for the future. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words and phrases such as,
"believes", "anticipates", "plans", "expects", "are confident that" and similar
expressions are intended to identify forward looking-statements. Such statements
involve a number of risks and uncertainties. Among the important factors that
could cause actual results differ materially from those indicated by such
forward-looking statements are, competitive pressures, general economic
conditions, and the risk factors detailed in IGI's periodic reports and
registration statements filed with the Securities and Exchange Commission.
