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 ACT OF 1934
Date of Report (date of earliest event reported): May 18, 2004
IGI, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-08568 01-0355758
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
105 LINCOLN AVENUE 08310
BUENA, NEW JERSEY
(Address of principal executive offices) (Zip Code)
(856) 697-1441
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
SPECIAL NOTE REGARDING CERTAIN STATEMENTS AND REFERENCES
Statements in this Current Report on Form 8-K concerning the
resignation of IGI, Inc.'s principal independent accountant, KPMG LLP, and
any other statements set forth herein, as well as the documents referred to
in this Report, contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that
could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including, without
limitation, IGI's ability to realize anticipated benefits and opportunities
and to implement successfully proposed strategies; competitive pressures;
and the other factors described in IGI's Annual Report on Form 10-K for the
year ended December 31, 2003, which factors are incorporated herein by
reference. The Company cautions readers to consider carefully these and
other such factors. Further, such forward-looking statements speak only as
of the date on which such statements are made. The Company disclaims any
intention or obligation to update forward-looking statements as a result of
developments occurring after the date of this document.
The Company's Web site address is www.askigi.com. References, if any,
in this Current Report on Form 8-K and the exhibits hereto, if any, to
www.askigi.com, any variations thereof or any other uniform resource
locator, or URL, are inactive textual references only. The information on
the Company's Web site or at any other URL is not incorporated by reference
into this Current Report on Form 8-K and should not be considered to be a
part of this document.
Item 4. Change in Registrant's Certifying Accountant.
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By letter dated May 18, 2004, KPMG LLP ("KPMG") notified IGI, Inc.
(the "Company") of its resignation as the Company's principal independent
accountant.
KPMG's audit reports on the Company's financial statements for the
fiscal years ended December 31, 2003 and December 31, 2002 did not contain
an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles, except
that the audit report for the fiscal year ended December 31, 2003 included
an explanatory paragraph with respect to the Company's adoption of
Statement of Financial Accounting Standards No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections, relating to the classification of losses from the
extinguishment of debt in 2003.
During the fiscal years ended December 31, 2003 and December 31,
2002, and for the period of January 1, 2004 through May 18, 2004, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which if not resolved to the satisfaction of KPMG would have caused KPMG to
make reference to the subject matter thereof in connection with their
reports on the financial statements for such periods.
The Company has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether
they agree with the foregoing statements. A copy of such letter, dated May
21, 2004, is filed as Exhibit 16.1 to this Form 8-K.
The Company has not yet engaged a new principal independent
accountant.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
IGI, Inc.
By: /s/Frank Gerardi
-------------------------------
Frank Gerardi
Chief Executive Officer &
Chairman
Dated: May 21, 2004