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):
July 12, 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 Nominating Agreement
In connection with the acquisition by Perrigo Company ("Perrigo") of Agis
Industries (1983) Ltd. ("Agis"), Perrigo entered into a Nominating Agreement
with Moshe Arkin, a shareholder of Agis, whereby, subject to the corporate
governance standards of Perrigo, Perrigo agreed to name Mr. Arkin to the Perrigo
board of directors and gave him the right upon closing of the Agis acquisition
to nominate one additional person to Perrigo's board. In addition, upon the next
board vacancy, Mr. Arkin will have the right to designate a replacement
director. On July 12, 2005, Perrigo and Mr. Arkin entered into an Amendment to
Nominating Agreement pursuant to which Mr. Arkin's right to nominate one
additional person to Perrigo's board was extended.
The foregoing description of the Nominating Agreement and the Amendment to
Nominating Agreement is qualified in its entirety by reference to the text of
the respective documents, which are Exhibits 10.1 and 10.2 hereto, respectively,
and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1. Nominating Agreement, dated as November 14, 2004, between Perrigo
Company and Moshe Arkin (filed as Appendix F to the
proxy/statement prospectus included in Perrigo's registration
statement on Form S-4 (File No. 333-121574) filed with the
Securities and Exchange Commission and declared effective on
February 14, 2005 and incorporated herein by reference).
10.2 Amendment to Nominating Agreement, dated as July 12, 2005, between
Perrigo Company and Moshe Arkin.
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 14, 2005 Todd W. Kingma
Senior Vice President, Secretary and
General Counsel
EXHIBIT INDEX
10.1. Nominating Agreement, dated as November 14, 2004, between Perrigo Company
and Moshe Arkin.
10.2 Amendment to Nominating Agreement, dated as July 12, 2005, between
Perrigo Company and Moshe Arkin.