================================================================================
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 - JANUARY 5, 2006
(Date of Earliest Event Reported)
COLUMBIA LABORATORIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 1-10352
Delaware 59-2758596
---------------------------------------------- ----------------
(State or other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
354 Eisenhower Parkway
Livingston, New Jersey 07039
---------------------------------------------- ----------------
(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (973) 994-3999
================================================================================
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 1.02 Termination of a Material Definitive Agreement.
On January 5, 2006, G. Frederick Wilkinson, the president and chief
executive officer and a director of Columbia Laboratories, Inc. (the "Company"),
submitted a letter of resignation to the Company's Board of Directors, resigning
as president and chief executive officer effective February 4, 2006, and
resigning from the Company's Board of Directors effective immediately. The
resignation will have the effect of terminating Mr. Wilkinson's March 2004
employment agreement with the Company. The material terms of the employment
agreement are described in the Company's Proxy Statement for the 2005 Annual
Meeting of Stockholders, which description is incorporated herein by reference.
The Company will incur no material costs as a result of the early termination of
the employment agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 5, 2006, G. Frederick Wilkinson submitted a letter of
resignation to the Company's Board of Directors, resigning as president and
chief executive officer effective February 4, 2006, and resigning from the
Company's Board of Directors effective immediately.
Also on January 5, 2006, the Company's Board of Directors elected Robert
S. Mills as president and chief operating officer and a director of the Company.
Because each of the Board's committees are composed solely of directors that
qualify as "Independent" directors under the current NASDAQ National Market
listing standards, Mr. Mills was not elected to serve on any committee of the
Board.
Mr. Mills, age 53, joined the Company in May 2001, as senior vice
president, operations, and was named chief operating officer in September 2003.
Previously, Mr. Mills served as senior vice president, manufacturing operations,
at Watson Pharmaceuticals and general manager of Schein Pharmaceuticals, now
Watson Pharma, Inc. He also served as vice president, operations, at Alpharma,
Inc. and held various positions with Aventis, SA. Mr. Mills holds a BS degree
from Grove City College.
Mr. Mills entered into an employment agreement with the Company in
February, 2005. The material terms of the employment agreement are described in
the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders, which
description is incorporated herein by reference.
Item 8.01 Other Events.
On January 9, 2006, the Company issued a press release entitled "Columbia
Laboratories Announces Management Changes." A copy of the Company's press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 9, 2006, entitled: "Columbia
Laboratories Announces Management Changes."
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 10, 2006
COLUMBIA LABORATORIES, INC.
By: /S/ David L. Weinberg
-----------------------
David L. Weinberg
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 9, 2006, entitled: "Columbia
Laboratories Announces Management Changes."