Attached files
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EX-10.1 - EX-10.1 - Catalent Pharma Solutions, Inc. | d727804dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 7, 2014
CATALENT PHARMA SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-147871 | 13-3523163 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
14 Schoolhouse Road Somerset, New Jersey |
08873 | |||
(Address of registrants principal executive office) | (Zip code) |
(732) 537-6200
(Registrants telephone number, including area code)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
¨ | 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 240.13e-4(c)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The board of directors of Catalent, Inc. (f/k/a PTS Holdings, Inc.) (Catalent), the indirect parent of Catalent Pharma Solutions, Inc. (the Company), has awarded Matthew Walsh, the Companys Executive Vice President and Chief Financial Officer, an additional 420 restricted stock units (the RSUs) in accordance with and pursuant to the terms of the 2007 PTS Holdings Corp. Stock Incentive Plan, as amended from time to time.
Subject to Mr. Walshs continued employment, 100% of the RSUs will vest on May 7, 2016 (the Vesting Date). In the event of a Change of Control, subject to Mr. Walshs continued employment, all unvested RSUs will become fully vested as of the Change of Control (the date of such Change of Control, the CoC Vesting Date). In the event of any termination of Mr. Walshs employment, all unvested RSUs which remain outstanding will immediately be forfeited without consideration as of the termination date. All vested RSUs will be settled on the Vesting Date or the CoC Vesting Date, as applicable, but in no event later than the 30th day following such date.
The shares of Catalent common stock acquired by Mr. Walsh following settlement of the RSUs will be subject to the terms of the amended and restated management equity subscription agreement previously entered into by Mr. Walsh, which material terms are described on page 122 of the Companys Annual Report on Form 10-K filed with the SEC on September 10, 2013 (the Form 10-K). In addition, such shares issued upon settlement of the RSUs will be subject to Catalents securityholders agreement, the material terms of which are described on pages 122 and 136 of the Form 10-K. These documents generally govern Mr. Walshs rights with respect to shares of Catalent common stock acquired by him.
This summary does not purport to be complete and is qualified by the terms of the Form of Restricted Stock Unit Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. The following Exhibit is filed as part of this Current Report on Form 8-K. |
Exhibit No. |
Description | |
10.1 | Form of Restricted Stock Unit Agreement (Matthew Walsh) approved May 2014. |
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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.
Catalent Pharma Solutions, Inc. | ||
(Registrant) | ||
By: | /s/ Samrat S. Khichi | |
Name: | Samrat S. Khichi, Esq. | |
Title: | Senior Vice President, Chief Administrative Officer, General Counsel and Secretary |
Dated: May 13, 2014
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EXHIBIT LIST
Exhibit No. |
Description | |
10.1 | Form of Restricted Stock Unit Agreement (Matthew Walsh) approved May 2014. |
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