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): October 15, 2010 (October 11, 2010)
King Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
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Tennessee
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001-15875
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54-1684963 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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501 Fifth Street, Bristol, Tennessee
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37620 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (423) 989-8000
N/A
(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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
EXPLANATORY NOTE
This amended Current Report on Form 8-K is filed to correct an inadvertent error in the first
sentence of the second paragraph under Equity Incentive
Plans in the Current Report on Form 8-K filed by King Pharmaceuticals, Inc.
with the Commission on October 15, 2010 (the Original
Report). Except for the correction of that
error, the disclosure below is unchanged from the disclosure appearing under Item 5.02 in the
Original Report.
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 11, 2010, the Compensation and Human Resources Committee (the Committee) of
the Board of Directors of King Pharmaceuticals, Inc. (King) and the Board of Directors of King
took the following actions.
Severance Plans
The Committee adopted amendments to Kings Severance Pay Plan: Tier I and Severance Pay Plan:
Tier II (together, the Severance Plans) that (i) reduce the amount of benefits payable to an
employee under the applicable Severance Plan by the amount of severance benefits paid to that
employee under any other severance plan, change in control plan or other arrangement maintained by
King, except to the extent that the other plan or arrangement explicitly provides benefits that are
in addition to the benefits provided under the applicable Severance Plan; and (ii) eliminate the
delayed payment of severance benefits to employees who are severed after November 1 of any year.
In addition, the Committee amended the Severance Pay Plan: Tier 1 to correct a drafting error in
the benefits formula that inadvertently might limit continued health and welfare benefits to 18
months following severance rather than providing such benefits for a severed employees entire
period of severance, which is the intent of the plan.
Incentive Plans
The Committee approved awards under Kings Executive Management Incentive Award (EMIA) Plan
for the 2010 performance period. The 2010 EMIA awards will be calculated based on each
participants target payout percentage, as previously approved by the Committee, and paid in cash
upon the earlier of (i) December 24, 2010 or (ii) the Acceptance Time as defined in the Agreement
and Plan of Merger, dated October 11, 2010 (the Merger Agreement), among Pfizer Inc., King and
Parker Tennessee Corp (filed as Exhibit 2.1 on the Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission by King on October 12, 2010). In order to receive a 2010 EMIA
award, the EMIA participant must, except under certain circumstances, continue to be employed by
King on the date of payment.
Equity Incentive Plans
The Committee approved the cancellation of all stock options, restricted stock units (other
than those restricted stock units held by directors of King) (RSUs), restricted stock awards and
performance share units (PSUs) that are outstanding under the 1997 Incentive and Nonqualified
Stock Option Plan for Employees of King Pharmaceuticals, Inc. or the King Pharmaceuticals, Inc.
2005 Incentive Plan in connection with a change in control (as defined in the applicable equity
incentive plan). The Board of Directors approved the cancellation of all stock options, and
restricted stock units held by directors of King (Director RSUs), that are outstanding under the
King Pharmaceuticals, Inc. 1998 Non-Employee Director Stock Option Plan or the King
Pharmaceuticals, Inc. 2005 Incentive Plan in connection with a change in control (as defined in the
applicable equity incentive plan).
Each such stock option, RSU, Director RSU, restricted stock award and PSU would be cancelled
in exchange for the consideration payable under, and as defined in, the Merger Agreement, except for
stock options with exercise prices greater than the offer price, which would be cancelled without any
payment therefor. To the extent that a change of control occurs prior to the end of the
performance period for a PSU, the PSU will vest prior to cancellation based on a deemed achievement
of performance conditions at target level. Payment of the offer price for each cancelled award
will be made within 15 business days following a change in control, except as otherwise required by
Section 409A of the Internal Revenue Code of 1986 and the regulations thereunder.
Deferred Compensation Plans
The Committee approved the termination of Kings Deferred Compensation Plan and Non-Employee
Directors Deferred Compensation Plan in connection with a change in control (as defined in the
applicable plan) and the distribution to plan participants of all benefits accrued under such plans
in accordance with the terms of such plans.