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 18, 2004
___________________________________________________________
IGI, INC.
(Exact Name of Registrant as Specified in Charter)
___________________________________________________________
Delaware 001-08568 01-0355758
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices) (Zip Code)
(856) 697-1441
(Registrant's Telephone Number, Including Area Code)
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):
[ ] 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 CFR 240.14d-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.
On November 18, 2004, IGI, Inc. (the "Company") entered into an
amendment to (i) the License and Supply Agreement, dated as of December 2,
1992 and amended on August 26, 1994, between the Company and Estee Lauder
Inc. ("Estee Lauder"), and (ii) the Purchase Agreement, dated September 29,
1993, between the Company and Estee Lauder. Estee Lauder is the Company's
largest customer.
The amendment, among other things:
(1) Grants to Estee Lauder (i) a non-exclusive, worldwide, royalty-
bearing sublicense of the Company's rights under certain
patents related to cosmetic products containing lipid vesicles
(the "Products"), and (ii) the right to manufacture, or have
manufactured, the Products.
(2) Requires Estee Lauder to pay royalties to the Company equal to
$5 per kilogram of Product manufactured by Estee Lauder;
provided, however, that once Estee Lauder has paid $2,000,000
in royalties to the Company in any contract year, the royalty
is reduced to $2 per kilogram for the remainder of the contract
year.
(3) Requires Estee Lauder to make a one-time payment of $100,000 to
the Company for the right to fabricate equipment capable of
manufacturing the Products.
(4) Requires the Company, in 2005, to exercise a $1,000,000 option
to extend for ten years the Company's exclusive license to
certain lipid vesicle technology pursuant to the License
Agreement, dated December 13, 1995, between one of the
Company's subsidiaries and Micro-Pak, Inc.
The amendment, dated November 18, 2004, is effective as of July 1,
2004.
The amendment, and the Company's press release announcing the
amendment, are attached hereto as Exhibits 10.1 and 99.1, respectively, and
are hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Amendment of License and Supply Agreement, dated as of
November 18, 2004, between IGI, Inc. and Estee Lauder
Inc.
99.1 IGI, Inc. Press Release dated November 18, 2004.
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.
IGI, INC.
By: /s/ Frank Gerardi
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Frank Gerardi
Chairman & Chief Executive
Officer
Date: November 23, 2004
EXHIBIT INDEX
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Exhibit
Number Description
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10.1 Amendment of License and Supply Agreement, dated as of November
18, 2004, between IGI, Inc. and Estee Lauder Inc.
99.1 IGI, Inc. Press Release dated November 18, 2004.