UNITED
STATES
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
26, 2006
Interpharm
Holdings, Inc.
(Exact
name of Registrant as specified in charter)
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Delaware
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0-22710
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13-3673965
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(State
or other jurisdic-
tion
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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75
Adams Avenue, Hauppauge, New York
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11788
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (631)
952 0214
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:
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
CFR240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered
Sales of Equity Securities
On
May
26, 2006, Interpharm Holdings Inc. (the “Company”) consummated the Securities
Purchase Agreement (the “Agreement”) it had entered into on May 15, 2006 with
Tullis-Dickerson Capital Focus III, L.P. (the “Buyer”).
Pursuant
to the Agreement, the Company issued and sold to the Buyer for a purchase price
of $10 million, an aggregate of 10,000 shares of a newly designated series
of
the Company’s preferred stock called Series B-1 Convertible Preferred Stock (the
“Series B-1 Stock”), together with 2,281,914 warrants to purchase shares of
common stock of the Company with an exercise price of $1.639. The warrants
have
a five year term. The number of shares of common stock which may be purchased
upon exercise of the warrants and the exercise price of the warrants are subject
to adjustment to protect the holder of the warrants against dilution upon the
occurrence of certain events.
The
Series B-1 Stock, among other things, accrues dividends at the rate of 8.25%
per
annum, is convertible at any time at the option of the holder into common stock
of the Company and, at any time after March 31, 2007, is convertible into common
stock of the Company, at the option of the Company, provided that certain
conditions have been satisfied. The Series B-1 Stock is convertible into
approximately 6.5 million shares of common stock, subject to certain adjustments
in the conversion rate to protect the holder of the Series B-1 Stock against
dilution upon the occurrence of certain events. The Series B-1 Stock is also
entitled to voting rights on all matters on an as-converted-to-common-stock
basis, with the holders of the Series B-1 Stock and common stock voting as
a
single class. The holders of the Series B-1 Stock also have the right upon
the
occurrence of certain events to require the Company to redeem such stock for
a
redemption price calculated in accordance with an agreed upon
formula.
The
Series B-1 Stock and the warrants were issued pursuant to an exemption from
the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) set forth in Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering as the offer and
sale
of the securities was made to one accredited investor in accordance with the
conditions set forth in Regulation D under the Securities Act.
As
a
condition to the closing of the Agreement, the Company and the holders of all
of
the outstanding shares of the Company’s Series K Convertible Preferred Stock
(“Series K Stock”) entered into and consummated an agreement whereby the holders
converted all of the outstanding shares of Series K Stock into an aggregate
of
31,373,875 shares of the Company’s Common Stock. (The Series K Stock would have
automatically converted into the same number of shares of Common Stock in equal
annual installments through June 4, 2010. The effect of the agreement was merely
to accelerate such conversions.) The issuance of the Common Stock upon
conversion of the Series K Stock was exempt from registration under the
Securities Act by virtue of Section 3(a)(9) of the Securities Act which provides
an exemption for any security exchanged by an issuer with its existing security
holders exclusively where no commission or other remuneration is paid or given
directly or indirectly for soliciting such exchange.
As
a
further condition to the closing of the Agreement the Company entered into
a
registration rights agreement with the Buyer to register under the Securities
Act, the resale by the Buyer of shares of the Company’s common stock which may
be acquired by the Buyer upon conversion of the Series B-1 Stock, upon exercise
of the warrants, or in lieu of cash dividends on the Preferred Stock.
On
June
2, 2006 the Company issued a press release announcing the consummation of the
Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of
Directors; Appointment
of Principal Officers.
|
On
May
30, 2006 the Board of Directors elected Richard S. Miller to fill a vacancy
in
the Board of Directors. The Certificate of Designations, Preferences and Rights
of the Series B-1 Stock provides that so long as the Buyer or an affiliate
of
the Buyer continues to hold at least twenty five percent (25%) of the cumulative
aggregate number of shares of Series B-1 Stock issued to the Buyer on the
initial issuance date of the Series B-1 Stock, the Buyer shall be entitled
to
elect one director to the Board of Directors of the Company. The Buyer
designated Mr. Miller to be elected.
The
Company does not know at this time whether Mr.Miller will be appointed as a
member of any committee of the Board.
Mr.
Miller is the founder of Shippan Point Advisors, an advisory firm that provides
services to private equity firms. Mr. Miller is an experienced investor and
operator with over 15 years experience working as a private equity investor
and
over five years as an operator with private equity backed emerging companies.
In
his advisor’s role, Mr. Miller has been a partner with affiliates of the Buyer
from 2002 until the present.
| Item
9.01 |
Financial
Statements and Exhibits
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Number
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Description
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3.1
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Certificate
of Designations, Preferences and Rights of the Company’s Series B-1
Convertible Preferred Stock.
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4.1
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Warrant
to Purchase 2,281,914 Shares of the Company’s Common Stock Issued to the
Buyer on May 26, 2006.
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10.1
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Registration
Rights Agreement dated as of May 15, 2006 between the Company and
the
Buyer.
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10.2
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Voting
Agreement dated as of May 26, 2006 among the Company, Rajs Holding
I, LLC,
Ravis Holdings I, LLC, P&K Holdings, LLC and Rametra Holdings I,
LLC.
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| 99.1 |
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Press
release, dated June 2, 2006.
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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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INTERPHARM
HOLDINGS, INC. |
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| June
2,
2006 |
By: |
/s/
George Aronson |
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George Aronson |
| |
Chief
Financial Officer |