endo_8k.htm
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
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Date
of Report (Date of Earliest Event Reported):
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December
19, 2007 (December 13, 2007)
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Endo
Pharmaceuticals Holdings Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-15989
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13-4022871
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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100
Endo Boulevard, Chadds Ford, PA
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19317
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(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code
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(610)
558-9800
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Not
Applicable
______________________________________________
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:
[ ] 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
5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Adoption of Deferred Compensation Plan and 401(k) Restoration
Plan and Amended and Restated Employment Agreements.
On
December 13, 2007, the Board of Directors (the "Board") of Endo Pharmaceuticals
Holdings Inc. (the "Company") adopted the Endo Pharmaceuticals Holdings Inc.
Executive Deferred Compensation Plan (the "Deferred Compensation Plan") and
the
Endo Pharmaceutical Holdings Inc. 401(k) Restoration Plan (the "401(k)
Restoration Plan") both effective as of January 1, 2008. Both plans
cover employees earning over the Internal Revenue Code plan compensation limit,
which would include the chief executive officer, chief financial officer and
other named executive officers. The Deferred Compensation Plan allows for
deferral of up to 50% of the bonus and up to 100% of restricted stock units
granted, with payout to occur as elected either in lump sum or
installments. Under the 401(k) Restoration Plan the participant may
defer the amount of base salary and bonus that would have been deferrable under
the Company's Savings and Investment Plan (up to 50% of salary and bonus) if
not
for the qualified plan statutory limits on deferrals and contributions, and
also
provides for a company match on the first six percent of deferrals to the extent
not provided for under the Savings and Investment Plan. Payment
occurs after separation from service either in lump sum or installments as
elected by the participant. The Deferred Compensation Plan and the 401(k)
Restoration Plan are filed as Exhibits 10.1 and 10.2 hereto, respectively,
and
incorporated herein by reference. The foregoing descriptions of the
Deferred Compensation Plan and the 401(k) Restoration Plan do not purport to
be
complete and are qualified in their entirety by reference to such
exhibits.
On
December 13, 2007, the Board also approved amended and restated employment
agreements for the chief executive officer, chief financial officer and other
named executive officers. The amendments and restatements make
certain technical changes to the agreements to conform with the requirements
of
Section 409A of the Internal Revenue Code. They also amend the
definition of change of control to provide generally that change in control
will
occur, subject to certain exceptions, when: (i) a person (as defined) becomes
beneficial owner of 30% of combined voting power of the Company, (ii) change
in
majority of current Board (not counting new Board members who are approved
by
2/3 of Board, unless the new Board members were first proposed in connection
with an election contest), (iii) merger (other than one in which current
shareholders maintain 60% ownership and the majority of the Board is unchanged)
or (iv) liquidation or sale of all or substantially all of Company's
assets. In addition the amended and restated agreements for the chief
executive officer, chief financial officer and some of the other named executive
officers provide for an excise tax gross-up for any excess parachute payments
under Section 280G of the Internal Revenue Code. The Board intends to
continue to review and, as necessary or appropriate, to revise employment
agreements in light of developments in competitive practice.
Copies
of the amended and restated employment agreements will be filed with exhibits
to
the Company's annual report on Form 10-K for the year ended December 31,
2007.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Endo
Pharmaceuticals Holdings Inc. Executive Deferred Compensation
Plan
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10.2
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Endo
Pharmaceuticals Holdings Inc. 401(k) Restoration Plan
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SIGNATURES
Pursuant
to the requirements 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.
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ENDO
PHARMACEUTICALS HOLDINGS INC.
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(Registrant)
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By:
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/s/
Caroline
B. Manogue |
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Name:
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Caroline
B. Manogue
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Title:
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Executive
Vice President, Chief Legal Officer & Secretary
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Dated: December
19, 2007
INDEX
TO EXHIBITS
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10.1
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Endo
Pharmaceuticals Holdings Inc. Executive Deferred Compensation
Plan
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10.2
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Endo
Pharmaceuticals Holdings Inc. 401(k) Restoration
Plan
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