-----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, VR03x6D7Ev/s5+wWFuUL5Qv64arMdCqHFJSCn3sRx6ziP4KO+AHZkNuJ7agFblYL JdUvWQ49oVsXYi+JPmhdgw== 0001144204-09-065494.txt : 20091218 0001144204-09-065494.hdr.sgml : 20091218 20091218170145 ACCESSION NUMBER: 0001144204-09-065494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091214 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10827 FILM NUMBER: 091250702 BUSINESS ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-802-4000 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 v169469_8k.htm
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):  December 14, 2009

PAR PHARMACEUTICAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
File Number 1-10827
22-3122182
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
300 Tice Boulevard, Woodcliff Lake, NJ
07677
 (Address of principal executive offices)
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 14, 2009, the Board of Directors (the “Board”) of Par Pharmaceutical Companies, Inc. (the “Company”), upon the recommendation of the Company’s Compensation and Management Development Committee (the “Compensation Committee”), reviewed and approved annual cash bonuses (the “2009 Bonus Awards”) and annual salary increases to our executive officers (identified in the Company’s Proxy Statement filed on April 21, 2009) in recognition of the Company’s strong financial performance in 2009, both in terms of results of operations and stock price.

Under our annual incentive program, the Company provides an annual cash bonus opportunity to employees at the senior professional level and above to drive Company and individual performance.  Awards are contingent upon the achievement of performance goals that are set by the Compensation Committee at the beginning of the bonus year.  The “target” amount of each executive’s bonus award is set as a percentage of his or her base salary, and the actual bonus amount awarded (if any) varies, depending on the extent of achievement of the performance goals.  The 2009 Bonus Awards were contingent upon the achievement of the Company’s financial and strategic goals that were established by the Compensation Committee in February 2009.  Company financial goals were set to drive stock performance and consisted of targets for earnings per share, annual cost savings, gross margin percentage, return on capital, operational cash flow, capital plan and savings from mid-year organizational review.  Strategic goals were set to further promote Company performance, such as initiatives related to Company restructuring, product pipeline, and growth strategies.  In addition, individual performance goals for executive officers related to each executive’s responsibility for helping achieve the Company performance goals.  Because the Board determined that the Company materially exceeded the targeted financial and strategic goals for the year, the Board approved the following bonus awards for the executive officers:

Executive Officer
Position with the Company
Bonus Award
Bonus Award, as a Percent of Individual Bonus Target
Patrick G. LePore
Chairman, President and Chief Executive Officer
$1,400,000
175%
Thomas J. Haughey
Executive Vice President, Chief Administration Officer, General Counsel and Secretary
350,000
200%
Paul V. Campanelli
Executive Vice President; President, Generics Division
350,000
200%
John A. MacPhee
Executive Vice President; President, Strativa Pharmaceuticals
300,000
171%
Larry Kenyon
Executive Vice President and Chief Financial Officer
200,000
118%
 
 
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In addition, the Board reviewed the executive officers’ base salaries, which have been frozen since 2007.  Upon the recommendation of the Compensation Committee, and based on the Company’s strong financial performance and achievement of its performance goals in 2009, the Board approved the following annual salary increases to our executive officers for the upcoming year:

Executive Officer
Position
Current Base Salary
2010 Base Salary
% Increase
Patrick G. LePore
Chairman, Chief Executive Officer and President
$800,000
$865,000
8.1%
Thomas J. Haughey
Executive Vice President, Chief Administration Officer, General Counsel and Secretary
350,000
395,000
12.9%
Paul V. Campanelli
Executive Vice President; President, Generics Division
350,000
395,000
12.9%
John A. MacPhee
Executive Vice President; President, Strativa Pharmaceuticals
350,000
375,000
7.1%
Lawrence A. Kenyon
Executive Vice President and Chief Financial Officer
340,000
350,000
2.9%

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 risks and uncertainties discussed from time to time in 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.
 
 
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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 thereunto duly authorized.

Dated as of:  December 18, 2009
 
 
PAR PHARMACEUTICAL COMPANIES, INC.
 
(Registrant)
   
   
   
 
/s/ Thomas J. Haughey
 
Thomas J. Haughey, Executive Vice President
 
and General Counsel

 
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