On February 3, 2012, Biozone Pharmaceuticals, Inc.’s (the “Company”) former Executive Vice President and Director, Daniel Fisher, resigned from its Board of Directors.
Prior to his resignation, the Board of Directors, on January 30, 2012, following a meeting called for such purpose, removed Mr. Fisher from all positions with the Company for “cause” and terminated his employment agreement. The basis for the removal included unresolved accounting and business questions related to certain companies acquired by the Company in 2011. The Company also has exercised its clawback rights, seeking to cancel shares and other payments made to Mr. Fisher in connection with the businesses acquired and shares of our common stock issued to Mr. Fisher. Mr. Fisher is also the guarantor of certain intercompany debts owing the Company for which the Company is seeking repayment.
The Company is seeking to recover damages, past wages and cancellation of 6,650,000 shares of its common stock issued to Mr. Fisher. On July 18, 2012, the Company commenced an action in New York Supreme Court entitled Biozone Pharmaceuticals, Inc. v. Daniel Fisher and 580 Garcia Properties, LLC. (652489/2012) alleging breach of contract, breach of fiduciary duty, fraud and negligence. Mr. Fisher commenced an action in the United States District Court for the Northern District of California, entitled Daniel Fisher v. Biozone Pharmaceuticals, Inc. et al. (No. C12-03716) seeking damages and injunctive relief, which claims among other things, conversion, wrongful termination, tortious interference, violations of securities laws, whistleblower statutes, his employment agreement and stock purchase agreement.
The Company previously reported that Mr. Fisher had submitted correspondence to the Company (the “Letter”) regarding the circumstances surrounding his resignation as director and removal as an officer, which were previously filed as Exhibit 17.1 to the Company’s Current Report on form 8-K/A filed on February 8, 2012 (the “Current Report”). This amendment to the Current Report is being filed to provide copies of the attachments to the Letter.