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): October 5, 2006
BARR PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9860
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42-1612474 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 400 Chestnut Ridge Road, Woodcliff Lake, NJ
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07677 |
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(Zip code) |
(201) 930-3300
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 5, 2006, Barr Pharmaceuticals, Inc. (the “Company”) and Ms. Carole Ben-Maimon, a
director of the Company and former Senior Vice President of the Company and President of its
Duramed Research, Inc. subsidiary, entered a letter agreement (the “Amendment”) amending certain
provisions of the Amended and Restated Employment Agreement, dated as of August 19, 2005, among the
Company, Ms. Ben-Maimon and the other parties thereto (the “Employment Agreement”). As previously
disclosed, Ms. Ben-Maimon’s employment with the Company and Duramed terminated on August 31, 2006
(although she remains on the Company’s board), and the purpose of the Amendment was to provide for
a clear delineation of the rights and obligations of the parties under the Employment Agreement, as
amended, in the light of her termination of employment. In addition, in connection with entering
into the Amendment, Ms. Ben-Maimon executed a release (the “Release”) in favor of the Company, its
subsidiaries and affiliates, and certain other parties.
Pursuant to the Amendment, in lieu of any other severance payment to which she may have been
entitled under the Employment Agreement, Ms. Ben-Maimon will receive a $1,500,000 severance
payment, which will be payable (less applicable withholding taxes) on February 1, 2007, provided
that Ms. Ben-Maimon fulfills her continuing obligations under the Employment Agreement, as amended,
including her obligations of confidentiality, non-solicitation and non-disparagement.
Pursuant to the Release, Ms. Ben-Maimon agreed to release the Company and all of its
subsidiaries, affiliates, officers, directors and employees from any claims or causes of action she
has or may have had relating to her employment with the Company, other than with respect to certain
claims, including (i) amounts payable pursuant to a compensation or benefit plan of the Company,
(ii) indemnification for third party claims in connection with her service as a director or officer
of the Company, (iii) unreimbursed business expenses and (iv) claims arising after October 5, 2006.
The
foregoing summaries of the Amendment and Release do not purport to be complete and are qualified in
their entirety by references to the Amendment and the Release, which are filed as exhibits hereto
and are incorporated herein by reference (along with the original Employment Agreement).
Item 9.01 Financial Statements and Exhibits
Also being filed with this report are the Amended and Restated Employment Agreements for William T. McKee, our Chief Financial Officer, and Frederick J. Killion, our General Counsel, each dated August 19, 2005. These agreements are summarized in detail in our definitive proxy statement that was filed with the SEC on September 29, 2006 and mailed to our stockholders on or about that same date.
(c) Exhibits
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10.1 |
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Amended and Restated Employment Agreement, dated August 19, 2005, among Barr
Pharmaceuticals, Inc., Barr Laboratories, Inc., Duramed Research Inc. and Carole
Ben-Maimon |
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10.2 |
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Letter Agreement, dated October 5, 2006, between Barr Pharmaceuticals, Inc. and
Carole Ben-Maimon, amending certain provisions of her Amended and Restated Employment
Agreement |
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10.3 |
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Release of Claims, dated October 5, 2006, made by Carole Ben-Maimon in favor of
Barr Pharmaceuticals, Inc. and its subsidiaries and affiliates |
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10.4 |
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Amended and Restated Employment Agreement, dated August 19, 2005, between Barr Pharmaceuticals, Inc. and William T. McKee |
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10.5 |
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Amended and Restated Employment Agreement, dated August 19, 2005, between Barr Pharmaceuticals, Inc. and Frederick J. Killion |