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):
February 16, 2006
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
Incorporation) No.)
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.
See the third paragraph of Item 5.02 below, which is incorporated
herein by reference.
ITEM 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The Board of Directors of Perrigo Company (the "Company") appointed Ran
Gottfried as a new director of the Company effective February 16, 2006. Mr.
Gottfried will serve for a term expiring on the date of the Company's annual
meeting in 2006. Although Mr. Gottfried is not currently a member of any
committee of the Board of Directors, he will be considered for committee
assignments in the future.
Mr. Gottfried, 61, currently serves as a consultant and director for
private and public companies in Israel in the areas of retailing and
distribution, pharmaceuticals and telecommunications. He is also Chairman of
Magnolia Silver Jewelry Ltd, a company engaged in retail sales of silver
jewelry. From 2004 Mr. Gottfried has served as an advisor to Careline-Neca, a
consumer division of the Company's Perrigo Israel subsidiary. Mr. Gottfried was
also a director of Agis Industries (1983) Ltd, one of Israel's largest
pharmaceutical companies, from 2003 until its acquisition by Perrigo in March
2005. Since 1974, he has founded or led five companies specializing in
import/export of household products and fresh foods, the development of
telecommunications products, and retail chain store sales of cosmetics, perfume
and jewelry. Mr. Gottfried is also a director of Bezeq, Israel's leading
telecommunications provider.
Mr. Gottfried was designated as a director candidate by Moshe Arkin
pursuant to the terms of a Nominating Agreement by and between the Company and
Mr. Arkin, dated as of November 14, 2004 and amended as of July 12, 2005 and
September 10, 2005 (the "Nominating Agreement"). Pursuant to the Nominating
Agreement, the Company agreed, subject to its corporate governance standards, to
name Mr. Arkin to the Company's Board of Directors and gave him the right to
nominate one additional person to the Company's Board. Pursuant to Section 3 of
the Nominating Agreement, a director of the Company who was nominated by Mr.
Arkin pursuant to the Nominating Agreement must tender his or her resignation
from the Board (i) at the time Mr. Arkin both (A) ceases to own 9% of the
outstanding shares of Company common stock and (B) ceases to own 9,000,000
shares of Company common stock, or (ii) if such person is no longer entitled to
serve on the Board pursuant to the terms of the Nominating Agreement. The
Company's obligation to nominate and recommend each director candidate
designated by Mr. Arkin pursuant to the Nominating Agreement is conditioned upon
each director candidate's execution and delivery to the Company of a written
agreement to be bound by the terms of Section 3 of the Nominating Agreement.
Accordingly, on February 16, 2006, Mr. Gottfried executed a letter agreement
with the
Company in which he agreed to be bound by the provisions of Section 3 of the
Nominating Agreement (the "Letter Agreement"). The foregoing description of the
Letter Agreement is qualified in its entirety by reference to the text of the
Letter Agreement, which is Exhibit 10.1 hereto and incorporated herein by
reference. The foregoing description of the Nominating Agreement is qualified in
its entirety by reference to the text of the Nominating Agreement, which is
filed as Exhibit 10.1 to the Company's Form 8-K filed on July 18, 2005, and the
amendments thereto, which are filed as Exhibit 10.2 to the Company's Form 8-K
filed on July 18, 2005 and Exhibit 10.1 to the Company's Form 8-K filed on
September 14, 2005.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1. Letter Agreement by and between Perrigo Company and Ran Gottfried,
dated February 15, 2006 and effective February 16, 2006.
2
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: February 22, 2006 Todd W. Kingma
Senior Vice President, Secretary and
General Counsel
S-1
EXHIBIT INDEX
10.1. Letter Agreement by and between Perrigo Company and Ran Gottfried,
dated February 15, 2006 and effective February 16, 2006.
E-1