Unassociated Document
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
Date
of
Report (Date of earliest event reported) August
23, 2006
Interpharm
Holdings, Inc.
(Exact
name of Registrant as specified in charter)
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Delaware
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0-22710
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13-3673965
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(State
or other jurisdic-
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(Commission
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(IRS
Employer
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tion
of incorporation)
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File
Number)
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Identification
No.)
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75
Adams Avenue, Hauppauge, New York
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11788
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (631)
952 0214
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
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors;
Appointment
of Principal Officers.
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On
August
23, 2006 the Board of Directors elected Joan Neuscheler to fill a vacancy in
the
Board of Directors. The Certificate of Designations, Preferences and Rights
of
the Series B-1 Convertible Preferred Stock of Interpharm Holdings, Inc. (the
“Series B-1 Stock”) provides that so long as Tullis-Dickerson Capital Focus III,
L.P. (“TD III”) or an affiliate of TD III continues to hold at least twenty five
percent (25%) of the cumulative aggregate number of shares of Series B-1 Stock
issued to TD III on the initial issuance date of the Series B-1 Stock, TD III
shall be entitled to elect one director to the Board of Directors of the
Company. On August 23, 2006 TD III designated Ms. Neuscheler for election as
a
director of the Company. The Company does not know at this time whether Ms.
Neuscheler will be appointed as a member of any committee of the
Board.
Richard
J. Miller, the original designee of TD III, has agreed to remain as a director
of the Company.
Ms.
Neuscheler, age 47, has 17 years of experience in private equity investing
as an
officer of Tullis-Dickerson & Co., Inc. (“TD”), a health care-focused
venture capital firm. Since July 1998, Ms. Neuscheler has been the
President of TD. Ms. Neuscheler’s previous experience
includes three years in public accounting with Arthur Andersen and five years
experience as a senior officer in a reinsurance brokerage firm.
Ms. Neuscheler is a Director of Adams Respiratory Therapeutics,
Inc. (NasdaqGS: ARXT), a specialty pharmaceutical company, and a number of
privately held companies. She received her B.B.A. and her M.B.A. from Pace
University.
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.
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INTERPHARM
HOLDINGS, INC.
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August
25, 2006
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By:/s/
George Aronson
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George
Aronson
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Chief
Financial Officer
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