================================================================================
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): February 16, 2007
PERRIGO COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
---------------------------- ------------- -------------------
(State of other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 Eastern Avenue, Allegan, Michigan 49010
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 673-8451
Not Applicable
------------------------------------------------------
(Former name or 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 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 240.13e-4(c))
================================================================================
ITEM 1.01. Entry into a Material Definitive Agreement.
---------- -------------------------------------------
See the third paragraph of Item 5.02 below, which is incorporated
herein by reference.
ITEM 5.02. Departure of Directors or Principal Officers; Election of
---------- -----------------------------------------------------------
Directors; Appointment of Principal Officers.
----------------------------------------------
The Board of Directors of Perrigo Company (the "Company") appointed
Ben-Zion Zilberfarb, PhD. as a new director of the Company effective February
16, 2007. Dr. Zilberfarb will serve for a term expiring on the date of the
Company's annual meeting in 2008. Although Dr. Zilberfarb is not currently a
member of any committee of the Board of Directors, he will be assigned to the
Company's Audit Committee at a later date.
Dr. Zilberfarb, 57, is a former Director General of Israel's Ministry
of Finance (1998 - 1999). He is a consultant and director for private and public
companies in the areas of banking, insurance, and private capital. He is
currently Professor of Economics at Bar-Ilan University and The Edmond de
Rothschild Professor of Global Asset Management at Netanya Academic College. He
is a Board member and Chairman of the Audit Committee for Delek Group, a holding
and management company investing in Israel and abroad, and for the Israel
Discount Bank, both of which are traded on the Tel Aviv Stock Exchange. He is
also a member of the Board and Audit Committee for FundTech Ltd., which is a
NASDAQ listed company that is a leading provider of electronic payments, cash
management and settlement solutions for financial institutions.
Dr. Zilberfarb will receive the directors' annual cash retainer and
equity compensation, both pro-rated from the date he became a director.
Dr. Zilberfarb was designated as a director candidate by Moshe Arkin
pursuant to the terms of a Nominating Agreement by and between the Company and
Mr. Arkin, dated as of November 14, 2004 and amended as of July 12, 2005 and
September 10, 2005 (the "Nominating Agreement"). Pursuant to Section 3 of the
Nominating Agreement, a director of the Company who was nominated by Mr. Arkin
pursuant to the Nominating Agreement must tender his or her resignation from the
Board (i) at the time Mr. Arkin both (A) ceases to own 9% of the outstanding
shares of Company common stock and (B) ceases to own 9,000,000 shares of Company
common stock, or (ii) if such person is no longer entitled to serve on the Board
pursuant to the terms of the Nominating Agreement. The Company's obligation to
nominate and recommend a director candidate designated by Mr. Arkin pursuant to
the Nominating Agreement is conditioned upon that director candidate's execution
and delivery to the Company of a written agreement to be bound by the terms of
Section 3 of the Nominating Agreement. Accordingly, on February 8, 2007, Dr.
Zillberfarb executed a letter agreement with the Company in which he agreed to
be bound by the provisions of Section 3 of the Nominating Agreement (the "Letter
Agreement").
The foregoing description of the Letter Agreement is qualified in its entirety
by reference to the text of the Letter Agreement, which is Exhibit 10.1 hereto
and incorporated herein by reference. The foregoing description of the
Nominating Agreement is qualified in its entirety by reference to the text of
the Nominating Agreement, which is filed as Exhibit 10.1 to the Company's Form
8-K filed on July 18, 2005, and the amendments thereto, which are filed as
Exhibit 10.2 to the Company's Form 8-K filed on July 18, 2005 and Exhibit 10.1
to the Company's Form 8-K filed on September 14, 2005.
ITEM 9.01. Financial Statements and Exhibits.
---------- ----------------------------------
(d) Exhibits
10.1. Letter Agreement by and between Perrigo Company and Ben-Zion
Zilberfarb, dated February 8, 2007 and effective February 16, 2007.
2
SIGNATURES
Pursuant to the requirement 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.
PERRIGO COMPANY
(Registrant)
By: /s/ Todd W. Kingma
------------------
Dated: February 22, 2007 Todd W. Kingma
EVP, Secretary and
General Counsel
S-1
EXHIBIT INDEX
10.1. Letter Agreement by and between Perrigo Company and Ben-Zion
Zilberfarb, dated February 8, 2007 and effective February 16, 2007.
E-1