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): June 21, 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 engagement of Amper, Politziner & Mattia, P.C. to serve as the new principal independent accountants for IGI, Inc. ("the Company"), 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. --------------------------------------------- On June 21, 2004, the Audit Committee of the IGI, Inc. Board of Directors engaged the Certified Public Accounting Firm of Amper, Politziner & Mattia, P.C., with main offices located at 2015 Lincoln Highway, Edison, New Jersey 08818, to serve as the Company's new principal independent auditors. 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: June 21, 2004 2