0001104659-05-007182.txt : 20050217 0001104659-05-007182.hdr.sgml : 20050217 20050217133632 ACCESSION NUMBER: 0001104659-05-007182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050211 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEIGHBORCARE INC CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33217 FILM NUMBER: 05623467 BUSINESS ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 528-7300 MAIL ADDRESS: STREET 1: NEIGHBORCARE, INC. STREET 2: 601 EAST PRATT STREET THIRD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA DATE OF NAME CHANGE: 19950214 8-K 1 a05-3802_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 11, 2005

NEIGHBORCARE, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		000-33217		06-1132947
(State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification No.)

601 East Pratt Street, 3^rd Floor, Baltimore, Maryland 21202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 410-528-7300

Not Applicable

(Former name or former address, if changed since 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.

Upon our Compensation Committee’s recommendation and our Board of Directors’ approval, we entered into an amendment to our employment agreement with Robert A. Smith, our Senior Vice President and Chief Operating Officer, as of February 11, 2005. The amendment amends our employment agreement with Mr. Smith dated as of November 26, 2003 and provides as follows:

• if Mr. Smith resigns during the 90-day period commencing six months after a change in control (as defined in the employment agreement) of NeighborCare, he will be considered to have resigned for “good reason” for all purposes of his employment agreement; and

• that upon a change in control of NeighborCare, any and all equity-based compensation awards held by Mr. Smith that are outstanding as of the change in control and which are not then exercisable or vested shall vest in full and become immediately exercisable, unless (1) otherwise specifically provided by a specific reference to his employment agreement in an equity compensation plan of NeighborCare or in any award agreements granted thereunder or (2) the Board, by affirmative vote of 75% of the incumbent directors (as defined in our 2004 Performance Incentive Plan), determines prior to the change in control that the immediate vesting provided for in the amendment shall not occur, in which case the provision of the grant or of the employment agreement that otherwise determined the vesting schedule for such awards shall continue to control.

Except with respect to the amendments described above, our employment agreement with Mr. Smith remains in full force and effect. The foregoing summary of the amendment to our employment agreement with Mr. Smith is qualified in its entirety by the specific language of such amendment, which is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit		Description

99.1		Amendment to Employment Agreement by and between NeighborCare, Inc. and Robert A. Smith, dated as of February 11, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2005	NEIGHBORCARE, INC.

		By:	/s/ John F. Gaither, Jr.
		John F. Gaither, Jr.
		Senior Vice President, General Counsel, and Secretary

EX-99.1 2 a05-3802_1ex99d1.htm EX-99.1

Exhibit 99.1

AMENDMENT TO
EMPLOYMENT AGREEMENT
BY AND BETWEEN
NEIGHBORCARE, INC.
AND
ROBERT A. SMITH

This Amendment (this “Amendment”) is entered into as of February 11, 2005 by and among Robert A. Smith (the “Executive”) and NeighborCare, Inc. (the “Company”), with regard to that certain Employment Agreement entered into by and between the Executive and the Company as of November 26, 2003 and amended and restated as of December 9, 2003 (the “Agreement”). All capitalized terms used herein without definition will have the meaning given them in the Agreement.

WHEREAS, the Executive is currently employed by the Company;

WHEREAS, the terms of the Executive’s employment are currently governed by the Agreement;

WHEREAS, the Company and the Executive wish to amend the terms of the Agreement effective as of the date hereof on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Company and the Executive have agreed and do hereby agree as follows:

1. The following paragraph shall be added to the end of Section 4(d):

“In the event that the Executive resigns from the Company’s employ during the ninety (90) day period commencing on the date that is six (6) months after a Change of Control (as defined in Section 6) for any reason by providing the Company with a written notice of termination, the Executive shall be considered to have resigned for “Good Reason” for all purposes of this Agreement.”

2. The following paragraph shall be added at the end of Section 6 of the Agreement:

“Notwithstanding anything to the contrary contained in an equity compensation plan of the Company or in any award agreements granted thereunder, upon a Change in Control, any and all equity-based compensation awards held by the Executive that are outstanding as of a Change in Control and which are not then exercisable or vested shall vest in full and become immediately exercisable, unless (1) otherwise specifically provided by a specific reference to this Agreement in an equity compensation plan of the Company or in any award agreements granted thereunder or (2) 75 percent of the Incumbent Directors (as defined in the Company’s 2004 Performance Incentive Plan) determine prior to the Change in Control that the immediate of vesting provided for in this sentence shall not

occur, in which case the provision of the grant or of this employment agreement that otherwise determined the vesting schedule for such awards shall continue to control.”

4. Except as explicitly set forth herein, the Agreement will remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

	NEIGHBORCARE, INC.


	By:	/s/ John J. Arlotta
		Name: John J. Arlotta
		Title: Chairman, President and CEO

	/s/ Robert A. Smith
	ROBERT A. SMITH