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):
June 29, 2005
PERRIGO COMPANY
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(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
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(State of other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
515 Eastern Avenue, Allegan, Michigan 49010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 673-8451
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Not Applicable
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(Former name or 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:
[ ] 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
Amendment to Employment Agreement with Chief Executive Officer
On June 30, 2005, Perrigo Company ("Perrigo") and David T. Gibbons, Chairman of
the Board, President and Chief Executive Officer of Perrigo, entered into an
Amendment to Employment Agreement (the "Amendment") that amends the Employment
Agreement dated as of April 19, 2000 by and between Perrigo and Mr. Gibbons (the
"Original Agreement"). The Amendment extends the term of the Original Agreement
and provides for grants of equity compensation.
The foregoing description of the Amendment is qualified in its entirety by
reference to the text of the Amendment, which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
Separation and General Release Agreements
On June 29, 2005, Perrigo and Mark P. Olesnavage, Executive Vice President,
General Manager - Perrigo Pharmaceuticals, entered into a Separation and General
Release Agreement (the "Olesnavage Agreement") pursuant to which Mr. Olesnavage
agreed to end employment with Perrigo. The Olesnavage Agreement provides that
Mr. Olesnavage, upon the satisfaction of certain conditions, will receive, among
other things: (i) separation pay through June 30, 2006, and (ii) continued
vesting of his employee stock options as if his employment had not ended,
through their stated life. In addition, the Olesnavage Agreement includes other
terms typical of agreements of this type. The foregoing description of the
Olesnavage Agreement is qualified in its entirety by reference to the text of
the Olesnavage Agreement, which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
On July 5, 2005, Perrigo and F. Folsom Bell, Executive Vice President, Business
Development, entered into a Separation and General Release Agreement (the "Bell
Agreement") pursuant to which Mr. Bell will end employment with Perrigo. The
Bell Agreement provides that Mr. Bell, upon the satisfaction of certain
conditions, will receive, among other things: (i) separation pay through June
30, 2006, and (ii) continued vesting of his employee stock options as if his
employment had not ended, through their stated life. In addition, the Bell
Agreement includes other terms typical of agreements of this type. The foregoing
description of the Bell Agreement is qualified in its entirety by reference to
the text of the Bell Agreement, which is attached as Exhibit 10.3 hereto and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1. Amendment to Employment Agreement dated as of June 30, 2005 by and
between Perrigo Company and David T. Gibbons.
10.2 Separation and General Release Agreement entered into on June 29,
2005 by Perrigo Company and Mark P. Olesnavage.
10.3 Separation and General Release Agreement entered into on July 5,
2005 by Perrigo Company and F. Folsom Bell.
SIGNATURES
Pursuant to the requirement 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.
PERRIGO COMPANY
(Registrant)
By: /s/ Todd W. Kingma
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Dated: July 6, 2005 Todd W. Kingma
Senior Vice President, Secretary and
General Counsel
EXHIBIT INDEX
10.1. Amendment to Employment Agreement dated as of June 30, 2005 by and
between Perrigo Company and David T. Gibbons.
10.2 Separation and General Release Agreement entered into on June 29,
2005 by Perrigo Company and Mark P. Olesnavage.
10.3 Separation and General Release Agreement entered into on July 5,
2005 by Perrigo Company and F. Folsom Bell.