-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUg6T2+0IFfzvp53Yn391yRyj3WuwlfBGMRhxlmr+fnPcb6nDagd4ddfLEcg8cph tAYU6q3lH52QxAs+J22X3g== 0001193125-07-096084.txt : 20070430 0001193125-07-096084.hdr.sgml : 20070430 20070430164925 ACCESSION NUMBER: 0001193125-07-096084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070424 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL PRODUCT DEVELOPMENT INC CENTRAL INDEX KEY: 0001003124 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561640186 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27570 FILM NUMBER: 07801229 BUSINESS ADDRESS: STREET 1: 3151 SOUTH 17TH ST CITY: WILMINGTON STATE: NC ZIP: 28412 BUSINESS PHONE: 9102510081 MAIL ADDRESS: STREET 1: 3151 SOUTH 17TH ST CITY: WILMINGTON STATE: NC ZIP: 28412 8-K 1 d8k.htm FORM 8-K Form 8-K

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) April 24, 2007

 


PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

 


 

North Carolina   0-27570   56-1640186
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer ID Number)

 

929 North Front Street, Wilmington, North Carolina   28401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (910) 251-0081

3151 South 17th Street Wilmington, NC 28412

(Former address)

 


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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement with Certain Officers.

(b) On April 24, 2007, Linda Baddour, chief financial and accounting officer of Pharmaceutical Product Development, Inc., notified the Company that she is resigning her employment with the Company effective May 31, 2007. She has agreed to provide transitional consulting services through November 30, 2007; see Item 5.02(e) below.

(c) On April 26, 2007, the Company promoted Peter Wilkinson to Vice President of Finance and Chief Accounting Officer. Prior to his promotion, he served as the Company’s Executive Director of Finance and Internal Auditor since joining the Company in 2003 from Deloitte & Touche LLP, where he was a senior manager. Mr. Wilkinson is 36 years old and has no familial relationships with any executive officer or director of the Company. Other than his employment by us, there have been no transactions in which the Company has participated and in which he had a direct or indirect material interest involving in excess of $120,000 since January 1, 2006, the beginning of our last completed fiscal year.

(e) On April 27, 2007, the Company entered into an agreement with Ms. Baddour for her to provide transitional consulting services to the Company until November 30, 2007. In exchange, the Company will continue to pay Ms. Baddour her base salary and benefits in effect as of May 31, 2007 through the earlier of November 30, 2007 or the date on which she starts another full-time job.

 

Item 7.01. Regulation FD Disclosure.

The Company is furnishing as an exhibit to this Form 8-K a press release, dated April 30, 2007, describing management changes at the Company, including those set forth in Item 5.02 above.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   

Description

10.243    Agreement dated April 27, 2007 between Pharmaceutical Product Development, Inc. and Linda Baddour.
99.1*    Press release re management changes, dated April 30, 2007.



* Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURE

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 thereunto duly authorized.

 

    PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
Date: April 30, 2007  
 

/s/ Fred Eshelman

  Fred Eshelman,
  Chief Executive Officer
EX-10.243 2 dex10243.htm AGREEMENT Agreement

Exhibit 10.243

AGREEMENT

This Agreement (the “Agreement”), dated the 27th day of April, 2007, by and between Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”), and Linda Baddour (“Employee”).

WHEREAS, PPD and Employee are parties to that certain Employment Agreement dated May 16, 2002 (the “Employment Agreement”); and

WHEREAS, Employee has resigned her employment with PPD and, in connection therewith, the parties desire to enter into this Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and considerations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Termination of Employment Agreement. The Employment Agreement shall be deemed terminated as of the close of business on May 31, 2007 (the “Termination Date”). Subject to compliance with the Employment Agreement and this Agreement, the Employment Agreement shall remain in full force and effect from the date hereof through the Termination Date, and PPD will continue to pay for and provide to Employee the salary and benefits under Article 3 of the Employment Agreement through the Termination Date.

2. Consulting Services. Employee agrees to be available to consult with PPD upon reasonable request for a period of six months after the Termination Date. In consideration for providing these consulting services, PPD will continue to pay Employee her base salary and benefits in effect on the Termination Date, beginning on the day immediately following the Termination Date and continuing until the earlier of November 30, 2007 or the date on which Employee becomes employed full-time elsewhere. If Employee becomes employed full-time prior to November 30, 2007, Employee shall promptly notify the Company thereof in writing.

3. Rights and Obligations. From and after the Termination Date, neither party hereto shall have any rights or obligations under the Employment Agreement, except that the Company shall pay Employee for any remaining accrued and unused vacation time as of the Termination Date. Employee acknowledges and agrees that the Proprietary Information and Inventions Agreement dated May 15, 2002 executed by Employee shall not be affected by the termination of the Employment Agreement and shall continue in full force and effect in accordance with the terms thereof. Notwithstanding anything to foregoing herein contained, in the event Employee becomes full-time employed elsewhere, all compensation and benefits payable under the Employment Agreement, including Article 3 thereof, and the payments under Section 2 of this Agreement shall terminate as of the initial date of such employment.


4. Miscellaneous.

a. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and except as set forth herein supersedes all prior agreements, written or oral, with respect to that subject matter, and may not be altered or amended except by writing signed by the parties.

b. The Company and Employee agree that they shall make no negative or disparaging statements regarding the other or their affiliates.

c. This Agreement shall be governed by the laws of State of North Carolina.

d. This Agreement shall inure to the benefit of and be binding upon the PPD, Employee and their respective heirs, successors, assigns and personal representatives.

e. The parties agree that any dispute under this Agreement or the Employment Agreement shall be submitted to arbitration pursuant to Section 6.8 of the Employment Agreement.

f. Any notices required or permitted to be given under this Agreement shall be given in accordance with Section 6.9 of the Employment Agreement.

g. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first hereinabove set forth.

 

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

By:

 

/s/ Fredric N. Eshelman

Name:

 

Fredric N. Eshelman

Title:

 

Chief Executive Officer

 

/s/ Linda Baddour

 

Linda Baddour

EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

   Contacts
   Media:
   Louise Caudle
   +919 462 4467
   louise.caudle@rtp.ppdi.com
   Analysts/Investors:
   Steve Smith
   +910 772 7585
   stephen.smith@wilm.ppdi.com

FOR IMMEDIATE RELEASE

PPD Announces Senior Finance Management Changes

WILMINGTON, N.C., (April 30, 2007) – PPD, Inc. (Nasdaq: PPDI) today announced Linda Baddour, chief financial and accounting officer, is resigning her employment effective May 31, 2007. Ms. Baddour will provide consulting services to the company for the next six months to assist with the transition of her responsibilities to other members of senior management. The company has initiated a search for a new CFO.

As part of the transition, PPD announced the promotions of Peter Wilkinson to vice president of finance and chief accounting officer and Brian Tuttle to vice president of finance and corporate controller.

Mr. Wilkinson joined PPD as executive director of finance and internal auditor in 2003. In this role, Mr. Wilkinson has served an integral role in the company’s implementation of the requirements of the Sarbanes-Oxley Act and compliance with the U.S. Securities and Exchange Commission requirements and Generally Accepted Accounting Principles (GAAP). Mr. Wilkinson has also assisted in structuring the financial aspects of various company transactions, including the company’s recent compound partnering collaborations. In addition, Mr. Wilkinson reports to the finance and audit committee of the board of directors of PPD regarding internal audit matters. Prior to joining PPD, Mr. Wilkinson served as a senior manager with Deloitte & Touche LLP for 10 years, two of which were spent in Deloitte’s Zurich, Switzerland, office serving international clients. Mr. Wilkinson is a certified public accountant.

Mr. Tuttle has served as corporate controller since 1999, having joined PPD as corporate tax manager in 1998. He coordinates external audits of financial statements and is responsible for management of various company and financial functions, including disbursement services, tax matters, financial systems, treasury and the travel department. In addition, he negotiates the annual indirect rate agreements on all federally funded contracts. Before coming to PPD, Mr. Tuttle worked eight years with Coopers & Lybrand LLP, including three years as the tax manager on PPD’s account. He is a certified public accountant and holds master’s degrees in accounting and business administration from the University of North Carolina at Chapel Hill.


“We extend our appreciation to Ms. Baddour for her service to PPD throughout the last 11 years,” said Fred Eshelman, chief executive officer of PPD. “We also congratulate Mr. Wilkinson and Mr. Tuttle, who have demonstrated leadership and acumen through their significant contributions to our financial and business operations. We look forward to continuing to work with them in advancing the growth and performance of PPD.”

“In addition,” Dr. Eshelman continued, “I’d like to take this opportunity to say that we are pleased with the progress of our ongoing chief operating officer search, and hope to be in a position to make an announcement on that front soon.”

PPD is a leading global contract research organization providing discovery, development and post-approval services as well as compound partnering programs. Our clients and partners include pharmaceutical, biotechnology, medical device, academic and government organizations. With offices in 28 countries and more than 9,400 professionals worldwide, PPD applies innovative technologies, therapeutic expertise and a commitment to quality to help its clients and partners maximize returns on their R&D investments and accelerate the delivery of safe and effective therapeutics to patients. For more information, visit our Web site at http://www.ppdi.com.

Except for historical information, all of the statements, expectations and assumptions contained in this news release, are forward-looking statements that involve a number of risks and uncertainties. Although PPD attempts to be accurate in making those forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors which could cause results to differ materially include the following: the ability to attract and retain key personnel; economic conditions and outsourcing trends in the pharmaceutical, biotechnology and medical device industries and government-sponsored research sector; competition within the outsourcing industry; continued success in sales growth; loss of or delay in large contracts; dependence on collaborative relationships; risks associated with the development and commercialization of drugs, including earnings dilution and regulatory approvals; rapid technological advances that make our products and services less competitive; risks associated with acquisitions and investments, such as impairments; and the other risk factors set forth from time to time in the SEC filings for PPD, copies of which are available free of charge upon request from the PPD investor relations department.

###

-----END PRIVACY-ENHANCED MESSAGE-----