UNITED STATES 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): December 6, 2006
Life Sciences Research, Inc. ("LSR" or the "Company")
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(Exact name of registrant as specified in its charter)
Maryland
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(State or other jurisdiction of incorporation)
0-33505 52-2340150
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(Commission File Number) (I.R.S. Employer Identification Number)
Mettlers Road, East Millstone, NJ 08875
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 649-9961
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(Former name or former address, if changed since last report)
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 Instructions 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 communication 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
Item 5.02. Compensatory Arrangements of Certain Officers
Establishment of Performance Goals for Annual and Long-Term Incentive Plans
Awards under both the Company's annual bonus plan and the long-term retention
program, including the long-term incentive plan ("LTIP") are issued under the
Company's 2001 Equity Incentive Plan (the "Plan"). The Compensation Committee of
the Company's Board of Directors (the "Committee") is responsible for
establishing performance goals for the annual bonus plan and LTIP performance
periods.
A. 2007 Annual Bonus Plan
At its meeting on December 6, 2006, the Committee determined amounts
that may be paid to executive officers and certain senior management
members of the Company based on the achievement of varying levels of
operating performance during fiscal year 2007. The awards would be paid
in cash following completion of the 2007 audited financial statements
showing the level of operating performance achieved, if the minimum
threshold level or a higher performance level is achieved.
B. Long-Term Retention Program
In order to encourage valuable members of the management team to remain
with the Company over the next three years, the Committee has adopted a
long-term retention program that contains two elements: the LTIP and
the grant of equity.
1. 2007 LTIP
At its meeting on December 6, 2006, the Committee determined
amounts that may be paid to executive officers and certain
senior management members of the Company in respect of LTIP
awards for the three-year 2007-2009 performance period. The
Committee established a specified level of operating
performance to be achieved during any four consecutive
quarters during such performance period that would trigger the
payment of the awards. The awards would be paid in cash
following confirmation by the Company's independent auditor
that the threshold performance level had been achieved.
2. Senior Management Stock Options/Stock Grants
At its meeting on December 6, 2006, the Committee (a)
authorized the reservation of an additional 750,000 shares of
common stock for issuance under the Plan and (b) approved the
grant under the Plan to members of senior management of LSR of
stock options to acquire an aggregate of 480,000 shares of
Common Stock, including the following grants to executive
officers: options to acquire 100,000 shares to Andrew Baker,
Chairman and CEO; options to acquire 100,000 shares to Brian
Cass, President and Managing Director; options to acquire
50,000 shares to Julian Griffiths, Director of Operations; and
options to acquire 100,000 shares to Mark Bibi, General
Counsel and Secretary of LSR. The exercise price of such
options was $9.95 per share, the average daily high price for
the five trading days ending on the date of the December 6
Compensation Committee meeting. Such options vest one half on
December 31, 2008 and one half on December 31, 2009. The
Committee also approved at that meeting the grant of 50,000
shares of Common Stock to each of Richard Michaelson, CFO and
Mark Bibi, General Counsel and Secretary.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Andrew Baker.
10.2 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Brian Cass.
10.3 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Julian Griffiths.
10.4 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Mark Bibi.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act 1934, Life
Sciences Research, Inc. has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: December 8, 2006 LIFE SCIENCES RESEARCH, INC.
By: /s/ Mark L. Bibi
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Name: Mark L. Bibi
Title: Secretary and General Counsel
Exhibit Index
Exhibit No.
10.1 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Andrew Baker.
10.2 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Brian Cass.
10.3 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Julian Griffiths.
10.4 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Mark Bibi.