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):
August 16, 2006
PERRIGO COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
(State of other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
515 Eastern Avenue, Allegan, Michigan 49010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 673-8451
Not Applicable
(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
The Compensation Committee has authorized awards under the Company's 2003
Long-Term Incentive Plan which consist of three different types of incentives:
nonqualified stock options, shares of restricted stock, and restricted stock
units. A brief description of the each of these incentives follows.
Nonqualified Stock Options: The nonqualified stock option portion of the award
vests based on continued service with the Company. The options have an exercise
price equal to grant date fair market value and generally have a term of 10
years, subject to earlier expiration if the recipient terminates employment
before the expiration date. The options can be exercised at any time after the
vesting date and before the expiration date by giving written notice to the
Company, accompanied by payment of the exercise price and applicable tax
withholding.
Restricted Shares: A portion of the award consists of restricted shares which
vest based on continued service with the Company until a specified vesting date.
If the recipient terminates employment prior to the vesting date for any reason
other than death, disability or retirement, the restricted shares are forfeited.
The restricted shares become fully vested upon a change in control of the
Company. During the period the shares are restricted they cannot be transferred,
sold, assigned, pledged or otherwise encumbered. However, holders of the
restricted shares will have all of the other rights of a stockholder, including
the right to vote such shares and the right to receive dividends paid on the
restricted shares.
Restricted Stock Units. Each restricted stock unit entitles the holder to a
share of Company common stock on the vesting date. The vesting date occurs at
the end of the performance period established by the Compensation Committee for
the award. The percentage of restricted stock units vesting on the vesting date,
if any, is based on the level of attainment of net income growth targets
established by the Compensation Committee. If the recipient terminates
employment prior to the end of the performance period for any reason other than
death, disability or retirement, or the level of performance obtained for the
performance period is less than an established threshold, the restricted stock
units are forfeited.
All of the material terms and conditions established by the Compensation
Committee with respect to the above-described awards are reflected in an
agreement ("LTI Agreement") between the Company and eligible employees. A copy
of the LTI Agreement is attached as Exhibit 10.1 and incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Form of Long-Term Incentive Award Agreement
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)
Dated: August 22, 2006 By: /s/ Todd W. Kingma
------------------------------------
Todd W. Kingma
Executive Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit 10.1 Form of Long-Term Incentive Award Agreement