UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file number 001-08568 ----------------------------- IGI, Inc. (Exact name of registrant as specified in its charter) Delaware 01-0355758 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 105 Lincoln Ave., Buena, NJ 08310 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (856) 697-1441 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock-$0.01 Par Value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the registrant's common stock held by non- affiliates on June 30, 2004 (based on the closing stock price on the American Stock Exchange) on such date was approximately $17,490,000. As of March 15, 2005, there were 11,732,880 shares of common stock outstanding. Documents Incorporated By Reference Certain information contained in the definitive Proxy Statement for the Company's Annual Meeting of Stockholders to be held on May 23, 2005 is incorporated by reference into Part III hereof. Explanatory Note On April 12, 2005, IGI, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. This Amendment No. 1 has been filed to correct typographical errors in Exhibit 23.2 "Consent of Independent Registered Public Accounting Firm" of our Form 10-K, by changing the date from December 1, 2004 to December 31, 2004 and changing comprehensive income to comprehensive income (loss). A copy of the corrected consent is attached hereto as Exhibit 23.2. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 15, 2005 IGI, Inc. By: /s/Frank Gerardi ------------------------------- Frank Gerardi Chairman and Chief Executive Officer