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): December 19, 2008

Savient Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

DE	0-15313	13-3033811
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Tower Center East Brunswick, NJ	08816
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (732) 418-9300

(Former name or former address, if changed from last report)

_____________________

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 1.01 Entry into a Material Definitive Agreement

The information described below under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers is hereby incorporated by reference.

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

On November 18, 2008, Paul Hamelin was appointed as President of Savient Pharmaceuticals, Inc. (the "Company"). In connection with his position as President, the Company entered into an amendment of the Employment Agreement, dated May 23, 2006, as subsequently amended on February 15, 2008, with Mr. Hamelin on December 19, 2008.

Pursuant to the amendment, Mr. Hamelin is currently entitled to an annual salary of $406,000. Additionally, under the amendment, if the Company terminates Mr. Hamelin's employment at any time for any reason other than cause, Mr. Hamelin will be entitled to increased amounts as set f orth below:

- a lump sum payment equal to 2 times his annual base salary;

- a lump sum payment equal to 1.75 times his target annual bonus; and

- other benefits as set forth in the employment agreement.

If, within 24 months following a change in control of the Company, or following the date of the announcement of a transaction which leads to a change in control of the Company, the Company terminates Mr. Hamelin's employment for any reason other than cause, death or disability or fails to renew the Ag reement (if it would otherwise have expired during the period), or Mr. Hamelin terminates his employment for good reason, or the Company or a successor materially breaches any material provision of the Agreement, then Mr. Hameln will be entitled to receive:

- a lump sum payment equal to 2.25 times his annual base salary;

- a lump sum payment equal to 2.25 times his target annual bonus; and

- continuation of medical, life and disability insurance and similar welfare benefits, for 27 months following termination.

The terms "cause", "good reason" and "change in control" are defined in the employment agreement, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

This summary of the amendment is qualified in its entirety by the terms and conditions of the amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

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.

Savient Pharmaceuticals, Inc.

(Registrant)

Date: December 29, 2008	By:	/s/ Philip K. Yachmetz
		Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX

EX-10.1 Hamelin Employment Agreement Amendment

EX-10.1

Amendment to Employment Agreement

This Amendment is made and entered into as of December 19, 2008, and is effective as of the Amendment Date, by and between the Company and Executive.

Article 1. Definitions

1.0 Unless otherwise defined herein, the terms used herein shall have the meanings ascribed to them in the Employment Agreement.

 

1.1 “Amendment” shall mean this Amendment to the Employment Agreement.

 

1.2 “Amendment Date” shall mean November 18, 2008.

 

1.3 “Employment Agreement” shall mean that certain agreement entered into by and between the Company and the Executive as of May 23, 2006, as subsequently amended on February 15, 2008.

 

Article 2. Amendments

2.0 The Employment Agreement is hereby amended, as of the Amendment Date, as set forth in this Article 2.

 

2.1 Section 5.1 of the Employment Agreement is rewritten to read in its entirety as follows:

 

“5.1 Base Salary. The Company shall pay the Executive a Base Salary in an amount which shall be established from time to time by the Board of Directors of the Company or the Board’s designee; provided, however, that such Base Salary shall not be less than four hundred six thousand dollars (US$406,000) per year.

 

(a) This Base Salary shall be paid to the Executive in equal installments throughout the year, consistent with the normal payroll practices of the Company.

(b) The Base Salary shall be reviewed at least annually following the Effective Date of this Agreement, while this Agreement is in force, to ascertain whether, in the judgment of the Board or the Board’s designee, such Base Salary should be increased based primarily on the performance of the Executive during the year. If so increased, the Base Salary as stated above shall, likewise, be increased for all purposes of this Agreement and shall not, in any event, be decreased in any year.”

2.2 Section 7.4(b)(1) of the Employment Agreement is rewritten to read in its entirety as follows:

 

“(1)An amount equal to the two (2) times the Executive's annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs;”

2.3 Section 7.4(b)(2) of the Employment Agreement is rewritten to read in its entirety as follows:

 

“(2)An amount equal to one and seventy-five hundredths (1.75) times the Executive's targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs;”

2.4 Section 8.3(a) of the Employment Agreement is rewritten to read in its entirety as follows:

 

“(a) An amount equal to two and twenty-five hundredths (2.25) times the Executive's annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs;”

 

2.5 Section 8.3(b) of the Employment Agreement is rewritten to read in its entirety as follows:

 

“(b) An amount equal to two and twenty-five hundredths (2.25) times the Executive's targeted Annual Bonus award established for the fiscal year in which the Executive's Effective Date of Termination occurs;”

 

2.6 Section 8.3(e) of the Employment Agreement is rewritten to read in its entirety as follows:

 

“(e) A continuation of the welfare benefits of medical, dental and life insurance coverage for twenty-seven (27) full months after the Effective Date of Termination (or if continuation under the Company's then current plans is not allowed, then provision at the Company's expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company's then current plan, of substantially similar welfare benefits from one or more third party providers).”

   

2.7 All references in the Employment Agreement to the sum of “$40,000” shall be deemed to be references to “$45,000.”

 

Article 3. Miscellaneous

3.0 Except for those provisions of the Employment Agreement specifically amended as set forth in Article 2 of this Amendment, the remaining terms of the Employment Agreement shall remain in full force and effect as set forth therein.

 

[the next page is the signature page]

IN WITNESS WHEREOF, the Company, through its duly authorized representative, and the Executive have executed this Amendment as of the Amendment Date.

Executive Savient Pharmaceuticals, Inc.

_/s/ Paul Hamelin____________________		_/s/ Stephen O. Jaeger_________________
Paul Hamelin	Stephen O. Jaeger
		Chairman