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):
January 29, 2008 (January 28, 2008)
Endo
Pharmaceuticals Holdings Inc.
__________________________________________
(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
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
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 (610)
558-9800
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Not
Applicable
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Former
name or former address, if changed since last report
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02 Departure of
Directors of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Peter
A. Lankau has resigned as President and Chief Executive Officer of the Company
effective March 1, 2008 He has also resigned from the Company’s
board of directors effective January 28, 2008. In connection with Mr. Lankau’s
resignation, the Company and Mr. Lankau entered into a separation agreement
that
provides Mr. Lankau with the payments and benefits which he would have been
entitled to receive under his existing employment agreement had he been
terminated by the Company as well as the accelerated vesting of 6,379 stock
options originally granted on August 11, 2004 and 125,000 stock options
originally granted on April 27, 2005. An additional 256,250 stock
options will be unvested on March 1, 2008 and will lapse in accordance
with their terms. The separation agreement also includes a mutual
release of claims, covenants providing for non-disparagement and Mr. Lankau's
continuing assistance with respect to investigations and litigation and
non-competition covenants.
The
foregoing summary of the separation agreement with Mr. Lankau does not purport
to be complete and is qualified in its entirety by reference to the separation
agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein
by
reference.
The
press release issued by the Company on January 28, 2008 is furnished as Exhibit
99.1.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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10.1
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Separation
Agreement dated as of January 28, 2008, between Endo Pharmaceuticals
Holdings Inc. and Peter A. Lankau
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99.1
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Press
Release dated January 28, 2008
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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.
(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: January
29, 2008
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.1
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Separation
Agreement dated as of January 28, 2008, between Endo Pharmaceuticals
Holdings Inc. and Peter A. Lankau
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99.1
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Press
Release dated January 28, 2008
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