-----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, RElvG78kUQDYNul7CrCOq8/o3Mqm44xCTfiIm96YjgzcK9ZwBWdfzEebILKP/u3q xuwmrm/j8SkIzsDdB2mUag== 0000950152-08-001965.txt : 20080314 0000950152-08-001965.hdr.sgml : 20080314 20080314170947 ACCESSION NUMBER: 0000950152-08-001965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 08690285 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 l30597ae8vk.htm MYLAN INC. 8-K Mylan Inc. 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 12, 2008
MYLAN INC.
(Exact name of registrant as specified in its charter)
         
Pennsylvania
(State or other jurisdiction of
Incorporation)
  1-9114
(Commission File
Number)
  25-1211621
(I.R.S. Employer
Identification No.)
1500 Corporate Drive
Canonsburg, PA 15317
(Address of principal executive offices)
(724) 514-1800
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o   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 Arrangements of Certain Officers
     (e) On March 12, 2008, Mylan Inc. (“Mylan”), and Edward J. Borkowski, Mylan’s Chief Financial Officer, entered into an amendment to Mr. Borkowski’s Executive Employment Agreement, including to extend the term of the agreement until March 12, 2010, and to memorialize his current base salary. A copy of the amendment is attached hereto as Exhibit 99.1.
Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits.
         
Exhibit No.   Description
       
 
  99.1    
Amendment No. 2 to Executive Employment Agreement dated as of March 12, 2008, by and between the registrant and Edward J. Borkowski.
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 hereunto duly authorized.
         
  MYLAN INC.
 
 
Date: March 14, 2008  By:   /s/ Robert J. Coury    
    Robert J. Coury   
    Vice Chairman and Chief Executive Officer   
 

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Exhibit No.   Description
       
 
  99.1    
Amendment No. 2 to Executive Employment Agreement dated as of March 12, 2008, by and between the registrant and Edward J. Borkowski.

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EX-99.1 2 l30597aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT
     THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 12th day of March, 2008, by and between Mylan Inc., a Pennsylvania corporation formerly known as Mylan Laboratories Inc. (the “Company”), and Edward J. Borkowski (“Executive”).
     WHEREAS, the Company and Executive are party to that certain Executive Employment Agreement dated as of July 1, 2004, as amended by Amendment No. 1 thereto dated as of April 3, 2006 (the “Agreement”), pursuant to which the Company agreed to employ Executive, and Executive accepted such employment, as more particularly described in the Agreement (capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement); and
     WHEREAS, pursuant to Sections 9(e) and 14 of the Agreement, the Company and Executive desire to modify the Agreement, upon the terms and conditions set forth herein;
     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
     1. Pursuant to Section 9(e) of the Agreement, the parties hereby mutually agree to extend the Term of Employment until March 12, 2010. Further, the reference to “June 30, 2008” in Section 2 of the Agreement is hereby amended to read “March 12, 2010”.
     2. The first sentence of Section 4(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
  Base Salary. As Executive’s base compensation for all services to be performed, Mylan shall pay Executive an annual salary of five hundred thousand dollars ($500,000), payable in accordance with Mylan’s normal payroll practices for its executive officers.”  
     3. The second sentence of Section 9(a)(ii) is hereby amended and restated in its entirety to read as follows:
  “‘Good Reason’ shall mean (a) a reduction of Executive’s Base Salary below the Base Salary stipulated in this Agreement, unless all other Chief officers of the Company (other than the CEO) are required to accept a similar reduction, or (b) the removal of Executive from the position of Chief Financial Officer.”  
     4. Section 9(e) is hereby amended and restated in its entirety to read as follows:

 


 

    “The term of employment may be extended or renewed upon mutual agreements of Executive and the Company. If the term of employment is not extended or renewed on terms mutually acceptable to Executive and Employment, and if this Agreement has not been sooner terminated for reasons stated in Section 9(a), (b), (c) or (d) of this Agreement, Executive shall be paid severance in an amount equal to his then-current Base Salary plus the Prior Bonus, and Executive’s health insurance benefits shall be continued for 12 months at the Company’s cost; provided, however, that in the case of health insurance continuation, the Company’s obligation to provide health insurance benefits shall end at such time as Executive, at his option, voluntarily obtains health insurance benefits. Notwithstanding the foregoing, in the event that by the second anniversary of the date hereof the Company has not made an offer to Executive for continued employment with the Company beyond such date on terms and conditions that are at least as favorable as those provided under this Agreement, Executive’s employment shall terminate as of such second anniversary, and the Executive shall be paid severance in an amount equal to one and one-half (1.5) times the sum of his then-current Base Salary plus Prior Bonus, and Executive’s health insurance benefits shall be continued for 18 months at the Company’s cost; provided, however, that in the case of health insurance continuation, the Company’s obligation to provide health insurance benefits shall end at such time as Executive, at his option, voluntarily obtains health insurance benefits.”
     5. (a) The parties acknowledge and agree that this Amendment is an integral part of the Agreement. Notwithstanding any provision of the Agreement to the contrary, in the event of any conflict between this Amendment and the Agreement or any part of either of them, the terms of this Amendment shall control.
          (b) Except as expressly set forth herein, the terms and conditions of the Agreement are and shall remain in full force and effect.
          (c) The Agreement, as amended by this Amendment, sets forth the entire understanding of the parties with respect to the subject matter thereof and hereof.
          (d) This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania.
          (e) This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same document.

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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.
         
  MYLAN INC.
 
 
  By:   /s/ Robert J. Coury    
  Name:   Robert J. Coury     
  Title:   Vice Chairman and CEO     
 
  EXECUTIVE:
 
 
  /s/ Edward J. Borkowski    
  Edward J. Borkowski   
     
 

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