UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
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")
(Exact name of registrant as specified in its charter)
Maryland
(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))]
EXPLANATORY NOTE: This Form 8-K/A amends and supplements Items 1.01 and 5.02 of
the Current Report on Form 8-K filed by LSR on December 8, 2006. This amendment
provides additional information with respect to the performance goals and
potential costs of the employee incentive plans described below.
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
Committee established three specific levels of operating margin percentage
as the thresholds for payment. 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.
The aggregate amount payable to all participants if the minimum threshold
performance level is achieved is approximately $1.5 million; if the middle
threshold performance level is achieved is approximately $3.0 million; and
if the maximum threshold level is achieved is approximately $4.6 million.
The potential ranges of payment under this plan for each of the executive
officers is as follows:
Andrew Baker, Chairman and CEO* $302,000 - $906,000
Brian Cass, President and Managing Director* $302,000 - $906,000
Richard Michaelson, CFO $75,000 - $225,000
Julian Griffiths, Director of Operations* $75,500 - $226,500
Mark Bibi, Secretary and General Counsel $75,000 - $225,000
* Payments to Messrs. Baker, Cass and Griffiths are made in UK pounds
sterling. For purposes of estimating these payments in US dollars, an
exchange rate of (pound)1.00 = $1.83 has been used.
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 margin percentage to be achieved over any four
consecutive quarters during such performance period that would trigger
the payment of the awards. This threshold level of operating margin
percentage is higher than the maximum level of operating margin
percentage under the 2007 Bonus Plan. The awards would be paid in cash
following confirmation by the Company's independent auditor that the
threshold performance level had been achieved.
The aggregate amount payable to all participants under the 2007 LTIP
if the threshold performance level is achieved is approximately $5
million. The potential payments under this plan for each of the
executive officers is as follows:
Andrew Baker, Chairman and CEO* $1,208,000
Brian Cass, President and Managing Director* $1,208,000
Richard Michaelson, CFO $480,000
Julian Griffiths, Director of Operations* $483,000
Mark Bibi, Secretary and General Counsel $360,000
* Payments to Messrs. Baker, Cass and Griffiths are made in UK
pounds sterling. For purposes of estimating these payments in US
dollars, an exchange rate of (pound)1.00 = $1.83 has been used.
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. (Incorporated by reference to
the Form 8-K filed on December 8, 2006.)
10.2 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Brian Cass. (Incorporated by reference
to the Form 8-K filed on December 8, 2006.)
10.3 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Julian Griffiths. (Incorporated by
reference to the Form 8-K filed on December 8, 2006.)
10.4 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Mark Bibi. (Incorporated by reference to the
Form 8-K filed on December 8, 2006.)
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 20, 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. (Incorporated by reference to the
Form 8-K filed on December 8, 2006.)
10.2 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Brian Cass. (Incorporated by reference to the
Form 8-K filed on December 8, 2006.)
10.3 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Julian Griffiths. (Incorporated by reference to
the Form 8-K filed on December 8, 2006.)
10.4 Stock Option Agreement, dated as of December 6, 2006, by and
between LSR and Mark Bibi. (Incorporated by reference to the Form
8-K filed on December 8, 2006.)