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): December 5, 2007 (November 29, 2007)
King Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
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| Tennessee
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001-15875
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54-1684963 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 501 Fifth Street, Bristol, Tennessee
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37620 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (423) 989-8000
(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
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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.
On November 30, 2007, the Board of Directors of King Pharmaceuticals, Inc. (“King”) approved
an amended and restated King Pharmaceuticals, Inc. Non-Employee Directors’ Deferred Compensation
Plan (the “Plan”). The Plan becomes effective on January 1,
2008. The Plan provides a tax-favorable vehicle for deferring non-employee directors’
cash compensation. The investment options under the Plan have not
been altered from the prior version of the Plan. Under the Plan, a participating non-employee director may defer from 25% to
100% of his or her cash compensation, in increments of 25%. No contributions will be made by King.
Deferral elections (amounts to be deferred and the timing of later payouts) must be made prior to
the year in which the compensation to be deferred is earned. Payouts will be made in a lump sum or
installment payments over a two to ten year period, as previously elected by the participant, triggered by
the participant’s end of service as a director.
Amendments to the Plan relate principally to the requirements of Section 409A of the Internal
Revenue Code (“Section 409A”). For example, the amended and restated Plan makes clear that account
balances may be paid to a participant in a single lump sum payment in the event the participant
suffers a disability. Also, whereas the prior version of the Plan allowed the participant to
withdraw at any time all or part of his or her account balances, subject to a 10% penalty,
participants are no longer able to take voluntary withdrawals from their accounts.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the full text of the Plan attached hereto as Exhibit 10.1.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
November 29, 2007, the Compensation and Human Resources
Committee (the “Committee”) of the Board of Directors
of King approved base salary increases for several of King’s executive officers, effective January
1, 2008, in recognition of their contributions to King during 2007. These changes were as follows:
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| Officer |
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Current Salary |
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Adjusted Salary |
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Difference |
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Joseph Squicciarino |
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$ |
511,434 |
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552,000 |
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$ |
40,566 |
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James W. Elrod |
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$ |
375,200 |
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$ |
431,500 |
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$ |
56,300 |
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Stephen J. Andrzejewski |
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$ |
395,200 |
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$ |
411,000 |
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$ |
15,800 |
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Eric J. Bruce |
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$ |
395,200 |
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$ |
411,000 |
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$ |
15,800 |
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On
November 29, 2007, the Committee also approved a revised Form of
Restricted Stock Grant Agreement, attached hereto as Exhibit 10.2, to
be used pursuant to the King Pharmaceuticals, Inc. Incentive Plan.
This form of agreement was used when retention grants of 100,000
shares each were made to James W. Elrod and Eric G. Carter on
November 29, 2007.
Item 8.01. Other Events.
On December 3, 2007, King issued a press release reporting that its petition for rehearing and
rehearing en banc of a decision regarding the validity of a patent for King’s product Altace®
(ramipril) was denied by the U.S. Court of Appeals for the Federal Circuit. The press release is
attached hereto as Exhibit 99.1.