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 17, 2010
PAR
PHARMACEUTICAL COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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File
Number 1-10827
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22-3122182
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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300 Tice Boulevard, Woodcliff
Lake, NJ
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07677
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(Address
of principal executive offices)
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(Zip Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
December 17, 2010, Par Pharmaceutical Companies, Inc. (the
“Company”) announced that John A. MacPhee, Executive Vice President of the
Company and President of Strativa Pharmaceuticals (“Strativa”), the proprietary
products division of the Company’s wholly-owned subsidiary, Par Pharmaceutical,
Inc. (“Par”), will resign from his position, effective January 31, 2011, in
order to pursue other opportunities.
In
addition, the Company announced that Patrick G. LePore, the Company’s
Chairman, CEO and President, will assume day-to-day oversight of Strativa on an
interim basis.
Par
entered into a separation and release agreement (the “Agreement”) with Mr.
MacPhee on December 17, 2010 in connection with his separation from Par,
effective January 31, 2011 (the “Separation Date”). In accordance
with the terms of his employment agreement, Par will pay Mr. MacPhee severance
payments totaling $750,000 in equal semi-monthly installments, with interest,
commencing on August 1, 2011 through February 2013. In addition, for
up to eighteen months following the Separation Date, Par will make bi-weekly
payments to Mr. MacPhee to cover the cost of premiums for COBRA continuation
coverage in the event he elects such coverage. Consistent with the
terms of his employment agreement, Mr. MacPhee will have the right to retain
equity awards vested prior to the Separation Date, and he will be entitled to
the acceleration of a portion of certain other equity awards which are not
currently vested. Pursuant to the Agreement, Mr. MacPhee (i) is
waiving any claim that he may have against Par in connection with his employment
agreement, (ii) is acknowledging his obligations under his employment agreement
that he remains subject to the duty of non-disclosure of confidential
information, and (iii) will not solicit any business or employees away from Par
for one year following his Separation Date.
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.
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 17, 2010
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PAR PHARMACEUTICAL COMPANIES,
INC.
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(Registrant)
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/s/
Thomas J. Haughey
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Thomas
J. Haughey, Executive Vice President,
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Chief
Administrative Officer and General Counsel
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