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) July 12, 2005
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Interpharm Holdings, Inc.
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(Exact name of Registrant as specified in charter)
Delaware 0-22710 13-3673965
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
75 Adams Avenue, Hauppauge, New York 11725
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (631) 952-0214
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
|_| 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
Interpharm Holdings, Inc. (the "Company") has entered into an agreement
with Centrix Pharmaceutical, Inc. ("Centrix") whereby Centrix will have
exclusive distribution rights in the United States to a female hormone product
to be manufactured and supplied by Interpharm. Pursuant to its terms, the
Agreement will commence upon the first shipment of the product to Centrix which
is anticipated to be within the next 30 days.
The agreement has a ten year term but , under certain circumstances, may
be terminated by Centrix at any time after the first year of the agreement's
term is completed. Pursuant to the terms of the agreement, Centrix is required
to purchase $11.5 million of the product during the first year of the
agreement's term. There are also additional annual minimum purchase requirements
after the first year of the agreement's term for so long as the agreement
remains in effect. In the event that the Agreement is terminated at any time, or
for any reason, the Company maintains the right to market the product alone or
with a third party.
A copy of the agreement is annexed hereto as Exhibit 99.1. The foregoing
description is qualified by the contents of the agreement.
On July 18, 2005, the Company issued a press release announcing the
agreement with Centrix. A copy of the press release is furnished as an Exhibit
to this Current Report on Form 8-K (Exhibit 99.2).
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed as part of this Current Report on Form
8-K:
Exhibit No. Description
99.1 Supply Agreement between Interpharm Holdings, Inc. and Centrix
Pharmaceutical, Inc.
99.2 July 18, 2005 Press Release announcing the Supply Agreement
between the Company and Centrix.
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.
INTERPHARM HOLDINGS, INC.
July 18, 2005 By: /s/ George Aronson
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George Aronson
Chief Financial Officer