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): November 17, 2010 (November 11, 2010)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
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Canada
(State or other jurisdiction
of incorporation)
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001-14956
(Commission File Number)
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Not Applicable
(IRS Employer
Identification Number) |
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7150 Mississauga Road
Mississauga, Ontario
Canada
(Address of principal executive offices)
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L5N 8M5
(Zip Code) |
Registrant’s telephone number, including area code: (905) 286-3000
(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:
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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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| ITEM 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On
November 11, 2010, Valeant Pharmaceuticals International, Inc. (the “Company”) entered into
employment letters with each of Margaret Mulligan (Executive Vice President, Chief Financial
Officer), Rajiv De Silva (President, Valeant Pharmaceuticals International, Inc. and Chief
Operating Officer, Specialty Pharmaceuticals), Robert Chai-Onn (Executive Vice President, General
Counsel and Corporate Secretary), and Mark Durham (Senior Vice President, Human Resources) (the
“executives”).
Each employment letter sets forth the executive’s base salary and target and potential annual
incentive compensation opportunity. Mr. De Silva is entitled to an additional $500,000 integration
bonus in recognition of his efforts in leading the integration of Biovail Corporation and Valeant
Pharmaceuticals International following the merger of such entities; provided, that, if prior to
October 1, 2011, Mr. De Silva’s employment with the Company is terminated for any reason, other
than by reason of his death, Mr. De Silva shall be required to reimburse the Company for the gross
amount of such award.
Each employment letter also provides for the grant, on November 11, 2010, of (i) stock options
vesting ratably over a period of four years subject to the executive’s continued employment with
the Company through the applicable vesting date, (ii) performance share units vesting June 28,
2013, September 28, 2013, and December 28, 2013 provided that certain total shareholder return
hurdles are satisfied (and subject to earlier vesting in the event that the Company’s stock price
exceeds certain specified thresholds) and the executive remains employed with the Company through
the applicable vesting date, and (iii) in the case of Mr. Chai-Onn, restricted stock units vesting
ratably over a period of three years subject to Mr. Chai-Onn’s continued employment with the
Company through the applicable vesting date. Each of the equity awards is subject to accelerated
vesting, or an earlier assessment of the achievement of applicable performance targets, in the
event of the executive’s termination of employment under certain circumstances or the event of a
change in control of the Company. Each executive is required to comply with any share ownership
requirements adopted by the Company.
In the event of the termination of the executive’s employment by the Company without cause or
by the executive for good reason (which includes a diminution in responsibility, compensation
reduction, or the Company’s material breach of a material provision of the letter agreement), the
executive would be entitled to a cash severance payment equal to 1.6 times the executive’s base
salary (or, in the event of a termination without cause or for good reason within twelve months
following a change in control of the Company, two times the sum of the executive’s base salary and
target annual bonus), a pro-rata annual bonus based on the lesser of actual performance of the
Company and target, continued health and welfare benefits for 12 months, and outplacement services
up to $20,000. Each executive is subject to a covenant not to solicit employees during the
executive’s employment and for a period of twelve months thereafter.
The foregoing description of the employment letters is qualified in its entirety by reference
to the employment letters, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current
Report on Form 8-K and incorporated by reference herein.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
10. 1 Employment Letter, dated November 11, 2010, between Valeant Pharmaceuticals International,
Inc. and Rajiv De Silva.
10. 2 Employment Letter, dated November 11, 2010, between Valeant Pharmaceuticals International,
Inc. and Margaret Mulligan.
10. 3 Employment Letter, dated November 11, 2010, between Valeant Pharmaceuticals International,
Inc. and Robert Chai-Onn.
10. 4 Employment Letter, dated November 11, 2010, between Valeant Pharmaceuticals International,
Inc. and Mark Durham.
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