**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

**FORM 10-Q/A****Amendment No. 1**

** **
| ý |   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**         |
|--------|--------|------------------------------------------------------------------------------------------------------|
| **or** |
| **o**  |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT  OF 1934** |

 

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**Commission File Number 001-31333**

 

For the quarterly periodended**June 30, 2003**

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**Eon Labs, Inc.**

(Exact Name of Registrant as Specified in its Charter)

 
| **Delaware**                                               |   | **13-3653818**                          |
|------------------------------------------------------------|--------|-----------------------------------------|
| (State or Other Jurisdiction of Incorporation)             |   | (I.R.S. Employer Identification Number) |
|                                                       |   |                                    |
| **227-15 North Conduit Avenue  Laurelton, New York**       |   | **11413**                               |
| (Address of Principal Executive Offices)                   |   | (Zip Code)                              |
|                                                       |   |                                    |
| **(718) 276-8600**                                         |
| (Registrant’s Telephone Number, Including Area  Code) |

 

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Indicateby check mark whether the Registrant (1) has filed all reports required bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days: Yes ý No o

 

Indicateby check mark whether the Registrant is an accelerated filer (as defined inRule 12b-2 of the Securities Exchange Act of 1934).  Yes ý No oAs of August 4, 2003, there were 44,337,003 shares of the Registrant’s CommonStock, $0.01 par value per share, outstanding.

 

 

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**AMENDMENT**

 

EonLabs, Inc. (the “Company”) is filing this amendment solely to insertinformation that wasinadvertently omitted from Item 4 of Part II in the 10-Q for thequarter ended June 30, 2003 as filed with the Securities and ExchangeCommission on August 13, 2003.

 

**PART II**

 

**ITEM 4 —SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

 

The Company’s Annual Meetingof Stockholders was held on May 15, 2003, at which meeting the followingactions were taken:

 

The following directors wereelected to serve for terms of office expiring in 2006:

 

|             |   | **Votes For** |   | **Votes Withheld** |
|------------------|--------|---------------|--------|--------------------|
|             |   |          |   |               |
| Frank F. Beelitz |   | 38,680,235    |   | 3,963,917          |
|             |   |          |   |               |
| Douglas M. Karp  |   | 38,680,235    |   | 3,963,917          |

 

As described in the Notice of Annual Meeting andProxy Statement, abstentions and broker non-votes were not calculated in theelection of directors.

 

A proposal by the Board of Directors to adopt theCompany’s 2003 Stock Incentive Plan was approved by the stockholders.  The stockholders cast 40,144,952 votes infavor of this proposal and 2,486,751 votes against.  There were 12,449 abstentions.  As described in the Notice of Annual Meeting and Proxy Statement, brokernon-votes were not included for purposes of calculating votes on this matter.

 

A proposal by the Board of Directors to ratify theselection of PricewaterhouseCoopers LLP as the Company’s independent auditorsfor the year ending December 31, 2003 was approved by the stockholders.  The stockholders cast 37,884,714 votes infavor of this proposal and 4,756,261 votes against.  There were 3,177 abstentions. As described in the Notice of Annual Meeting and Proxy Statement, brokernon-votes were not included for purposes of calculating votes on this matter.

 

**ITEM 6 – EXHIBITS AND REPORTS ON FORM 8-K**

 
| (a)    | Exhibits                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                     |
| 31.1   | Certifications pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002                                                |
|   |                                                                                                                     |
| 31.2   | Certifications pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002                                                |
|   |                                                                                                                     |
| 32.1   | Certification Pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 |
|   |                                                                                                                     |
| 32.2   | Certification Pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 |
|   |                                                                                                                     |
| (b)    | Reports on Form 8-K                                                                                                      |

 

OnApril 24, 2003, the Company filed a Current Report on Form 8-K reporting thePress Release regarding earnings for the quarter ended March 31, 2003.

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|               | Eon  Labs, Inc. |
|--------------------|-----------------|
|               |            |  

  |
| November  13, 2003 | By:             | /s/  Bernhard Hampl, Ph.D. |   |
|               |            | Bernhard  Hampl, Ph.D. |
|               |            | President,  Chief Executive Officer and Director |
|               |            |   |
|               |            |   |
| November  13, 2003 | By:             | /s/  William F. Holt |   |
|               |            | William  F. Holt |
|               |            | Chief  Financial Officer |
|                    |                 |  |  |  |

 

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