-----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, VfyQAHpn1/fZM900ibZkX21VTbcDVoacc1idomjLh/wjGPk1yCpSEoiFvIJkhOTY 8g2kwxh4GvbkBcAW8h7TGA== 0000893220-06-002121.txt : 20061002 0000893220-06-002121.hdr.sgml : 20061002 20061002171844 ACCESSION NUMBER: 0000893220-06-002121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060926 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: 20061002 DATE AS OF CHANGE: 20061002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAR PHARMACEUTICAL COMPANIES, INC. CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10827 FILM NUMBER: 061121493 BUSINESS ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 845-425-7100 MAIL ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FORMER COMPANY: FORMER CONFORMED NAME: PHARMACEUTICAL RESOURCES INC DATE OF NAME CHANGE: 19940526 8-K 1 w25615e8vk.htm FORM 8-K e8vk
 

 
 
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): October 2, 2006 (September 26, 2006)
PAR PHARMACEUTICAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation or organization)
  File Number 1-10827
(Commission File Number)
  22-3122182
(IRS Employer Identification No.)
     
300 Tice Boulevard, Woodcliff Lake, New Jersey
(Address of principal executive offices)
  07677
(Zip Code)
Registrant’s telephone number, including area code: (201) 802-4000
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 Principal Officers; Election of Directors; Appointment of Principal Officers.
Par Pharmaceutical Companies, Inc. (the “Company”) announced on September 26, 2006 that the Board of Directors of the Company (the “Board”) had named Patrick G. LePore as its president and chief executive officer and John D. Abernathy, currently a director, as its non-executive chairman, effective immediately. The Company also announced that, at the request of the Board, Mark Auerbach and Scott Tarriff have stepped down as executive chairman and as president and chief executive officer, respectively, of the Company as of September 26, 2006.
Mr. LePore, age 51, has been a member of the Board since May 2006. From 1984 until 2002, Mr. LePore worked at BLP Group Companies (“BLP”), where as president and chief executive officer he developed and directed that company’s growth from its infancy into a full service medical communications/education company, culminating in its initial public offering in 1997 and eventual sale to Cardinal Health, Inc. (“Cardinal”) in 2002. From 2002 to 2005, Mr. LePore served at Cardinal, where as president of the healthcare marketing group he was responsible for the integration of BLP into Cardinal and maintaining overall responsibility for business unit performance. Since 2005, Mr. LePore has worked with several private equity firms.
It is anticipated that the Company and Mr. LePore will enter into an employment agreement in the near future. The employment agreement is expected to have a term of one year, and to entitle Mr. LePore to a base salary of approximately $620,400 plus a bonus at the election of the Board, approximately 35,000 shares of restricted stock of the Company and options to purchase approximately 120,000 shares of the Company’s common stock.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
     The following exhibit is furnished herewith:
           
  Exhibit    
  Number   Description
    99    
Press Release, dated September 26, 2006.
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that any statements made in this Current Report on Form 8-K contain information that is not historical, such statements are essentially forward-looking and are subject to certain risks and uncertainties, including the extent and impact of the accounting issues and restatement discussed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 6, 2006, July 24, 2006, August 28, 2006 and September 6, 2006, as well the risks and uncertainties discussed from time to time in other of the Company’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof only, based on information available to the Company as of the date hereof, and, subject to any applicable law to the contrary, the Company assumes no obligation to update any forward-looking statements.

 


 

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.
         
  PAR PHARMACEUTICAL COMPANIES, INC.
                            (Registrant)
 
 
Date: October 2, 2006    
  /s/ Thomas Haughey    
  Name:   Thomas Haughey   
  Title:   Executive Vice President and General Counsel   

 


 

Exhibit Index
         
Exhibit    
Number   Description
  99    
Press Release, dated September 26, 2006.

 

EX-99 2 w25615exv99.htm PRESS RELEASE exv99
 

(PAR LOGO)
Contacts:
Stephen J. Mock
Cecelia C. Heer
Par Pharmaceutical Companies, Inc.
(201) 802-4000
PATRICK G. LEPORE NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF PAR PHARMACEUTICAL COMPANIES, INC.
John D. Abernathy Named Non-Executive Chairman
---
Mark Auerbach and Scott Tarriff Step Down As Executive Chairman
And As President and Chief Executive Officer
Spring Valley, NY, Sept. 26, 2006 — The Board of Directors of Par Pharmaceutical Companies, Inc. (NYSE:PRX) has named Patrick G. LePore the Company’s president and chief executive officer and John D. Abernathy non-executive chairman, effective immediately. Mr. Abernathy has served on Par’s Board since 2001 and is former Lead Director. Mr. LePore was elected to Par’s Board in May 2006 and possesses nearly thirty years experience in the pharmaceutical and healthcare industries. The Board also announced that, at its request, Mark Auerbach and Scott Tarriff have stepped down as executive chairman and as president and chief executive officer of Par.
Speaking on behalf of Par’s Board of Directors, Mr. Abernathy said, “The Board has the highest confidence that Pat possesses the leadership qualities, strategic vision, discipline and industry experience necessary to meet the demands of a highly challenging healthcare environment. He is an excellent choice to successfully lead Par along its chosen strategic path.
“All of us at Par are grateful to Mark and Scott for the contributions they made toward building Par into one of the largest U.S. generic drug companies and establishing the foundation for its branded business. We wish both of them success in all their future endeavors,” Mr. Abernathy added.
“I am honored to have been selected for this position by my fellow directors,” said Mr. LePore. “I assume my new responsibilities with clear objectives in mind - - further developing and growing our young proprietary pharmaceutical initiative and effectively managing our generic business so it is best positioned for success. If we do this, our shareholders will be well served.
“To accomplish these objectives, Par’s focus must always be on meeting the needs of the patients and physicians that rely on its medicines and on serving its highly-valued customers. Par’s success will also depend on the efforts and performance of its talented workforce. If we maintain this focus and effectively execute a sound strategic plan, Par can achieve improved financial performance and build shareholder value.”
more . . .

 


 

- 2 -
Mr. LePore, 51, began his career with Hoffmann-La Roche, Inc. where he held a variety of sales, marketing and brand management positions from 1978 to 1984. He later pioneered the growth and evolution of Boron LePore & Associates from its start as a private company into one of the first publicly-traded medical communications organizations. In 2002, Mr. LePore presided over the sale of the company to Cardinal Health, Inc.
Mr. LePore earned his bachelor’s degree at Villanova University and his MBA at Fairleigh Dickinson University. He also serves on the boards of Esprit Pharmaceutical, Montclair State University and the Junior Achievement Foundation of New Jersey.
Par Pharmaceutical Companies, Inc. develops, manufactures and markets generic drugs and innovative branded pharmaceuticals for specialty markets. In 2005, Par received approval for and introduced the appetite stimulant Megace® ES, its first branded pharmaceutical product. Par’s Generic Products Division is committed to providing high-quality pharmaceuticals that are affordable and accessible to patients. Par manufactures, markets or licenses more than 110 generic drugs. For press release and other company information, visit www.parpharm.com.
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent any statements made in this news release contain information that is not historical, these statements are essentially forward-looking and are subject to risks and uncertainties, including the difficulty of predicting FDA filings and approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, uncertainty of patent litigation filed against us, availability of raw materials, the regulatory environment, fluctuations in operating results and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission, such as the Company’s Form 10-K, Form 10-Q, and Form 8-K reports.
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