UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JANUARY 19, 2006
PAR PHARMACEUTICAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE FILE NUMBER 1-10827 22-3122182
(State or other jurisdiction of Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
300 TICE BOULEVARD, WOODCLIFF LAKE, NEW JERSEY 07677
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 802-4000
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 (SEE General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Registrant entered into a Share Transfer Agreement, dated as of January
20, 2006 and effective as of December 31, 2005, with Dr. Arie Gutman, a former
director of the Registrant, by which the Registrant transferred to Dr. Gutman
for nominal consideration all of the issued and outstanding shares of capital
stock of FineTech Laboratories Ltd., a company organized under the laws of
Israel. The Registrant considered a number of divestiture alternatives prior to
entering into the Share Transfer Agreement with Dr. Gutman. As the Registrant
will no longer be required to fund the operations of FineTech, it expects to
recognize annual pre-tax cost savings of approximately $4 million. The
Registrant acquired FineTech in April 2002 and hired Dr. Gutman at that time as
part of the transaction. In connection with the foregoing, the Registrant
permitted acceleration of the vesting of certain unvested stock options of the
Registrant held by certain employees of FineTech, including Dr. Gutman. A copy
of the Share Transfer Agreement is attached hereto as EXHIBIT 10.1 and a copy of
the Press Release announcing the foregoing is attached hereto as EXHIBIT 99.1.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Dr. Gutman resigned from the Registrant's Board of Directors, effective
January 19, 2006. Dr. Gutman's resignation was not the result of any
disagreement with the Registrant. Dr. Gutman served on the Registrant's Board of
Directors since 2002. A copy of the Press Release announcing the foregoing is
attached hereto as EXHIBIT 99.1.
Also, the Registrant and Dr. Gutman mutually agreed to terminate Dr.
Gutman's employment as President and Chief Executive Officer of FineTech,
effective as of January 20, 2006. In accordance with the terms of Dr. Gutman's
employment agreement as President and Chief Executive Officer of FineTech, the
Registrant paid Dr. Gutman a one-time severance payment of $642,000 and also
agreed to permit the acceleration of the vesting of certain unvested stock
options and restricted stock of the Registrant held by Dr. Gutman.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Share Transfer Agreement, dated as of January 20, 2006, by and between
the Registrant and Dr. Arie Gutman.
99.1. Press Release, dated as of January 26, 2006, by the Registrant.
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 thereunto duly authorized.
Dated as of: January 25, 2006
PAR PHARMACEUTICAL COMPANIES, INC.
----------------------------------
(Registrant)
/s/ Dennis J. O'Connor
----------------------
Name: Dennis J. O'Connor
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1 Share Transfer Agreement, dated as of January 20, 2006,
by and between the Registrant and Dr. Arie Gutman.
99.1. Press Release, dated as of January 26, 2006, by the
Registrant.