0001193125-12-146432.txt : 20120402 0001193125-12-146432.hdr.sgml : 20120402 20120402172930 ACCESSION NUMBER: 0001193125-12-146432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120327 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KV PHARMACEUTICAL CO /DE/ CENTRAL INDEX KEY: 0000057055 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 430618919 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09601 FILM NUMBER: 12734676 BUSINESS ADDRESS: STREET 1: ONE CORPORATE WOODS DRIVE CITY: BRIDGETON STATE: MO ZIP: 63044 BUSINESS PHONE: 3146456600 MAIL ADDRESS: STREET 1: ONE CORPORATE WOODS DRIVE CITY: BRIDGETON STATE: MO ZIP: 63044 8-K 1 d326670d8k.htm FORM 8-K Form 8-K

 

 

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): March 27, 2011

 

 

K-V PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9601   43-0618919

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

2280 Schuetz Road

St. Louis, MO

     63146
(Address of principal executive offices)     (Zip Code)

(314) 645-6600

(Registrant’s telephone number, including area code)

 

 

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.

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

On April 2, 2012, K-V Pharmaceutical Company (the “Company”) entered into Indemnification Agreements (“Agreements”) with: Gregory J. Divis, President and Chief Executive Officer of the Company; Patrick J. Christmas, Vice President, General Counsel and Secretary of the Company; and Scott E. Goedeke, Senior Vice President, Commercial of Ther-Rx Corporation, a subsidiary of the Company.

The form of Agreement entered into with Gregory J. Divis was previously filed as Exhibit No. 10.1 to a Form 8-K, which was filed by the Company on December 30, 2009. The form of Agreement entered into with Patrick J. Christmas and Scott E. Goedeke was previously filed as Exhibit No. 10.2 to the same Form 8-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At a Board of Directors meeting held on March 27, 2012, the Company’s Board of Directors approved the recommendation, made at the discretion of its Compensation Committee, that the Company grant annual cash incentives in respect of fiscal 2012 performance to Gregory J. Divis, President and Chief Executive Officer of the Company, in the amount of $130,000, and to Thomas S. McHugh, Chief Financial Officer and Treasurer of the Company, in the amount of $65,000. Also in accordance with the recommendation of the Compensation Committee, the Board of Directors elected to increase the annual base salary of Mr. McHugh to $309,000. Mr. Divis and Mr. McHugh were also awarded options to purchase Class A Common Stock of the Company at an exercise price of $1.32 per share, the closing price on the effective date of the grants, in the amounts 100,000 and 35,000 shares, respectively, with such awards vesting in three equal annual installments.

The Registrant will post this Form 8-K on its Internet website at www.kvpharmaceutical.com. References to the Registrant’s website address are included in this Form 8-K only as inactive textual references and the Registrant does not intend them to be active links to its website. Information contained on the Registrant’s website does not constitute part of this Form 8-K.

*            *             *

 

2

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.

Dated: April 2, 2012

 

K-V PHARMACEUTICAL COMPANY
By:  

/s/ Patrick J. Christmas

  Patrick J. Christmas
  VP, General Counsel and Secretary