-----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, QYmpxOILJE9zCL32DxroxbzPWsui9NFP2OD0av2pcL5fHjM8dKJeV3a2cnvTK6eX 3zzIUWm7h2+3myuPDGXmGw== 0000950103-08-001825.txt : 20080709 0000950103-08-001825.hdr.sgml : 20080709 20080709125812 ACCESSION NUMBER: 0000950103-08-001825 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080702 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080709 DATE AS OF CHANGE: 20080709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shire Ltd. CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29630 FILM NUMBER: 08944445 BUSINESS ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 ZIP: - BUSINESS PHONE: 1264333455 MAIL ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 ZIP: - FORMER COMPANY: FORMER CONFORMED NAME: Shire plc DATE OF NAME CHANGE: 20051125 FORMER COMPANY: FORMER CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC DATE OF NAME CHANGE: 19980302 8-K/A 1 dp10596_8ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 2, 2008

Shire Limited
________________________________________________________________________________
(Exact name of registrant as specified in its charter)

Jersey
________________________________________________________________________________
(State or other jurisdiction of incorporation)

0-29630
98-0484822
(Commission File Number)
(IRS Employer Identification No.)

Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP England
________________________________________________________________________________
(Address of principal executive offices)
(Zip code)
   
Registrant's telephone number, including area code
44 1256 894 000


________________________________________________________________________________
(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 (see General Instruction A.2.):

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.f13e-4(c))

 
 
 

Explanatory Note

As previously announced by the Board of Directors of Shire Limited (“Shire”) on Form 8-K filed December 14, 2007, Form 8-K filed June 10, 2008 and Form 8-K filed June 24, 2008, on June 18, 2008 Angus Russell became Chief Executive Officer and acting Chief Financial Officer until July 1, 2008, when Graham Hetherington joined Shire as Chief Financial Officer and Executive Board Director.  On July 2, 2008, Shire entered into a service agreement with each of Messrs. Russell and Hetherington.  This Form 8-K/A amends those previously filed Form 8-Ks to provide the information required by Item 5.02 (c)(3).

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

Under their service agreements, each of Messrs. Russell and Hetherington will be entitled to annual base salary and bonus as follows: Mr. Russell will be entitled to an annual base salary of ₤602,000, inclusive of any directors’ fees payable to him, and a cash target annual bonus under Shire’s annual bonus program of 65% of his annual base salary, subject to a 115% maximum, and a share target annual bonus under Shire’s annual bonus program of 20% of his annual base salary, subject to a 65% maximum.  Mr. Hetherington will be entitled to an annual base salary of ₤400,000, inclusive of any directors’ fees payable to him, and a cash target annual bonus under Shire’s annual bonus program of 55% of his annual base salary, subject to a 100% maximum, and a share target annual bonus under Shire’s annual bonus program of 15% of his annual base salary, subject to a 55% maximum.  If the executive’s employment terminates for any reason, he will be entitled to receive a portion of the bonus he would have received had his employment not terminated, as determined by the Remuneration Committee, calculated as the fraction derived by dividing the period during which the executive was employed during the relevant bonus year by the period of the bonus year.  In addition, both Mr. Russell and Mr. Hetherington will be entitled to specified benefits as senior executives of Shire.

If Shire terminates the employment of the executive without cause, Shire may pay to the executive up to a maximum of twelve monthly payments, unless notice has been given before Shire makes any election to terminate the executive’s employment without cause, in which case the number of monthly payments will be reduced.  The monthly payment will be calculated by dividing the executive’s annual base salary by twelve and adding an amount equal to the sum of (i) an amount decided at the discretion of the Remuneration Committee up to the executive’s target annual bonus, based on 100% achievement of group and personal objectives for the bonus year in which the termination occurs, (ii) an amount equal to one year’s pension contributions and (iii) an amount equal to the cost to Shire of providing the benefits due for the period of notice to the executive, in each case divided by twelve. The executive will be under a duty to seek alternative employment, and if he obtains alternative employment, the monthly payment amount will be appropriately reduced.

Under their service agreements, Messrs. Russell and Hetherington are subject to customary confidentiality, non-competition and non-solicitation restrictive covenants.

 
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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.


 
  SHIRE LIMITED  
       
  By: /s/ Tatjana May  
    Name:  Tatjana May  
    Title:  Company Secretary  
 
Dated: July 9, 2008
 
 
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