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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 - DECEMBER 31, 2004
(Date of Earliest Event Reported)
COLUMBIA LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-10352
Delaware 59-2758596
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(State of Incorporation) (I.R.S. Employer
Identification No.)
354 Eisenhower Parkway
Livingston, New Jersey 07039
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (973) 994-3999
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 31, 2004, Columbia Laboratories, Inc. (the "Company") and
James J. Apostolakis, the Company's Vice President of Investor Relations and a
member of the Company's board of directors, entered into a letter agreement and
general release of claims (the "Letter Agreement"), effective as of December 31,
2004, pursuant to which the Company has agreed to pay Mr. Apostolakis, as a
severance payment, approximately $183,333 in twenty-two consecutive bi-monthly
payments beginning on January 15, 2005 (the "Severance Payment"). In addition to
the Severance Payment, the Company has agreed to offer to Mr. Apostolakis
certain other benefits, including health and life insurance benefits through
December 31, 2006. In consideration for the Severance Payment, Mr. Apostolakis
has agreed to release the Company from any claims he may have against it. The
foregoing description is qualified by reference to the Letter Agreement filed as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective December 31, 2004, Mr. Apostolakis' role as Vice President of
Investor Relations of the Company was terminated, pursuant to the terms of the
Letter Agreement described in Item 1.01 of this Current Report on Form 8-K. Mr.
Apostolakis will continue to be a member of the Company's board of directors.
The information about the Letter Agreement set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 Letter Agreement and General Release of Claims, effective as of
December 31, 2004, between Columbia Laboratories, Inc. and James J. Apostolakis.
SIGNATURE
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 hereunto duly authorized.
Date: January 3, 2005
COLUMBIA LABORATORIES, INC.
By: /s/ David L. Weinberg
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David L. Weinberg
Vice President and Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.1 Letter Agreement and General Release of Claims, effective as of
December 31, 2004, between Columbia Laboratories, Inc. and James
J. Apostolakis.