ST. LOUIS, Aug. 7 /PRNewswire-FirstCall/ -- KV Pharmaceutical Company (NYSE: KVa/KVb) (the "Company") today announced that the Company notified certain owners of the Company's Class A and Class B Common Stock, as further described below (the "Reporting Persons"), that the stockholder action by written consent purported to have been taken by such Reporting Persons on August 5, 2009 does not comply with the requirements of the Company's By-Laws and is therefore invalid and not effective.
Specifically, on August 5, 2009, the Reporting Persons filed with the U.S. Securities and Exchange Commission (the "SEC") a Schedule 13D disclosing their beneficial ownership of the Company's Class A Common Stock and a Schedule 13D disclosing their beneficial ownership of the Company's Class B Common Stock. Such Reporting Persons included Marc S. Hermelin, the Company's former chief executive officer and a current member of the Company's Board of Directors (the "Board"), David S. Hermelin, a member of the Board and the son of Mr. Marc S. Hermelin, and certain other persons, including various family members and trusts associated with Mr. Marc S. Hermelin.
The Schedules 13D filed by the Reporting Persons, which are available on the SEC's EDGAR website at www.sec.gov, also disclosed that such Reporting Persons have executed and delivered to the Company a purported action by written consent of stockholders relating to the adoption of certain amendments to the Company's By-Laws. A copy of such stockholder written consent was filed as an exhibit to each Schedule 13D. The Company received an executed copy of such stockholder written consent on August 5, 2009.
On August 7, 2009, the Company notified the Reporting Persons by letter that, because the Reporting Persons have failed to comply with Article II, Section 12 of the Company's By-Laws (requiring a stockholder seeking to act by written consent
|SOURCE KV Pharmaceutical Company|
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