form8k.htm
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
September
20, 2009 (Date of report)
CARACO
PHARMACEUTICAL LABORATORIES, LTD.
(Exact
name of registrant as specified in its charter)
Michigan
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1-31773
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38-2505723
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
employer identification no.)
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1150 Elijah McCoy Drive,
Detroit, Michigan 48202
(Address
of principal executive offices)
(313)
871-8400
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 20, 2009, Georges Ugeux resigned as a director of the Company and from
the audit, compensation and independent committees of the Board. Mr.
Ugeux was the chairman of the independent committee.
In his
resignation letter (a copy of which is attached hereto as exhibit 99.1), Mr.
Ugeux indicated that he had disagreements with the majority shareholder and
senior management of the Company relating to corporate governance and the
fiduciary role of independent directors. The Company believes that
Mr. Ugeux’s disagreements relate to the role of the independent directors going
forward in managing the FDA actions previously disclosed by the
Company. The current Board, including all independent directors,
believes that the management of the FDA actions is and should remain the top
priority and focus for the entire management team of the Company, with the
entire Board providing the necessary oversight.
All of
the members of the current Board, including the independent directors, believe
that all shareholders’ interests are aligned, and that the Company is moving in
the right direction to enable it to resolve the FDA’s concerns as expeditiously
as possible. In this connection, the Company has engaged highly
regarded (i) special FDA counsel to negotiate with the FDA on behalf of the
Company and (ii) FDA consultants who are advising and will advise the Company
with respect to compliance with FDA requirements. The Board is
focused and resolute in its desire to resolve the FDA’s concerns, and believes
that it is acting in the best interests of all of the Company’s shareholders, as
resolution of such concerns will benefit all of the shareholders of the
Company.
Item
9.01. Financial Statements and Exhibits
99.1
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Letter
of resignation of Georges Ugeux.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CARACO
PHARMACEUTICAL LABORATORIES, LTD.
Date:
September 23, 2009
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By:/s/
Jitendra N. Doshi
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Jitendra
N. Doshi
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Chief
Executive Officer
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Exhibit
Index
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Letter
of resignation of Georges Ugeux.
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