UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): APRIL 12, 2006 (JANUARY 6, 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.
Par Pharmaceutical Companies, Inc. (the "Company") entered into an employment
agreement (the "Agreement") with Mr. John A. MacPhee, dated as of January 6,
2006, which cancelled and replaced an existing employment agreement between the
Company and Mr. MacPhee, dated December 20, 2004. Pursuant to the Agreement, Mr.
MacPhee is employed as President, Branded Products Division, of the Company for
an initial five-year term, with automatic renewals for successive one-year terms
thereafter (unless a notice of non-renewal of any subsequent employment period
is provided in advance by the Company or Mr. MacPhee), for which he is to be
paid an annual base salary of $325,000, subject to review and increase by the
Board of Directors of the Company (the "Board"), in its discretion. Mr. MacPhee
also is entitled to an annual bonus as determined by the Board, in its
discretion, with a target amount equal to 50% of his base salary. In connection
with his appointment, Mr. MacPhee is entitled to participate in the Company's
long-term incentive plans commensurate with his title and position.
In the event that Mr. MacPhee's employment is (i) terminated by the Company
without cause (as such term is defined in the Agreement) or by Mr. MacPhee upon
a material breach of the Agreement by the Company or (ii) not renewed by the
Company, Mr. MacPhee is entitled to a severance payment equal to twice his
annual base salary in effect at the applicable time plus (if Mr. MacPhee's
non-renewal is not the result of his performance) an amount equal to his last
cash bonus. If Mr. MacPhee's employment is terminated other than for cause
within 12 months following a change of control (as such term is defined in the
Agreement) of the Company, then Mr. MacPhee will have 24 months from the date of
such termination to exercise any vested equity awards, so long as the applicable
plan underlying the awards is still in effect and the awards have not expired at
the time of exercise. If Mr. MacPhee's employment is terminated by the Company
without cause or by Mr. MacPhee upon a material breach of the Agreement by the
Company, then all equity awards previously granted to Mr. MacPhee will
immediately vest and Mr. MacPhee will have 24 months from the date of such
termination to exercise any equity awards granted, so long as the applicable
plan underlying the awards is still in effect and the awards have not expired at
the time of the exercise.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1. Employment Agreement, dated as of January 6, 2006, by and between the
Company and Mr. MacPhee
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: April 12, 2006
PAR PHARMACEUTICAL COMPANIES, INC.
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(Registrant)
/s/ Thomas Haughey
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Name: Thomas Haughey
Title: Vice President and General Counsel
EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1. Employment Agreement, dated as of January 6, 2006,
by and between the Company and Mr. MacPhee