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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March
12, 2008 (March 12, 2008)
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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
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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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
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240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
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240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
(c)
Hiring of New CEO and CEO Employment Agreement
On March 12, 2008, the Board of
Directors (the "Board") of the Registrant announced the appointment of Mr. David
P. Holveck to the position of President and Chief Executive Officer of the
Registrant and its wholly owned subsidiary, Endo Pharmaceuticals Inc., effective
April 1, 2008. Mr. Holveck will also be appointed to the Board
effective April 1, 2008.
Mr. Holveck, age 62, is currently
Corporate Vice President, Corporate Development, for Johnson & Johnson, a
position he has held since March 2004. He has also served as
President of the Johnson & Johnson Development Corporation since March
2003. Prior to that, he served as President and Chief Operating
Officer of Centocor, Inc. since 1992.
In connection with Mr. Holveck's
appointment as President and Chief Executive Officer, he has entered into an
executive employment agreement (the "Agreement") with the Registrant, effective
as of April 1, 2008.
The initial term of the Agreement is
three years and renews automatically for one-year periods unless 120 days’
notice of nonrenewal is given. Under the Agreement, Mr. Holveck is
entitled to base salary of $800,000 and an annual cash performance bonus with a
target of 80% of salary and a maximum bonus of 200% of salary. Mr.
Holveck will receive an initial grant of restricted stock units worth $1,125,000
on April 1, 2008 with approximately 86% vesting on the third anniversary of
grant and approximately 14% vesting on the fourth anniversary of
grant. Mr. Holveck will also receive an initial grant of stock
options valued at $1,875,000 on April 1, 2008, vesting ratably over 4
years. The vesting of the equity awards accelerates on Mr. Holveck’s
death, disability, termination without cause or for good reason, or upon a
change in control of the Registrant.
Mr. Holveck is entitled to employee
benefits, executive benefits, perquisites, reimbursement of expenses and
vacation on same basis as other senior executives.
The Agreement provides that on
termination without cause or for good reason, Mr. Holveck will be entitled to a
prorated bonus for year of termination (based on actual results), severance in
an amount equal to two times the sum of his base salary and target bonus, and
continuation of medical and life insurance benefits for the same
period. Receipt of this severance is conditioned on Mr. Holveck’s
release of claims against the Registrant. Mr. Holveck is also entitled to a
"gross up" to cover any excise tax that he may owe as a result of any change in
control payments that would constitute "excess parachute payments" under
Sections 280G and 4999 of the Internal Revenue Code. Payments upon
death or disability include a prorated bonus for the year of termination (based
on actual results), and, in the event of disability, 24 months of salary
continuation offset by disability benefits.
The Agreement also contains covenants
not to solicit for 24 months, not to compete for 18 months, nondisparagement,
and cooperation in any investigations and litigation.
The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety to
the full text of the Agreement, a copy of which is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
A copy of the press release announcing
the appointment of Mr. Holveck is also filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.30
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Executive
Employment Agreement between Endo Pharmaceuticals Holdings Inc. and David
Holveck, dated as of April 1, 2008
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99.1
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Press
Release of the Registrant dated March 12, 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.