- Current report filing (8-K)
17 December 2008 - 8:02AM
Edgar (US Regulatory)
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
December 16, 2008
Date of Report (Date of earliest event reported)
OSI
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-15190
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13-3159796
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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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41 Pinelawn Road
Melville, NY 11747
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2008, OSI Pharmaceuticals, Inc. (OSI) announced the appointment of Mr.
Pierre Legault as Executive Vice President, Chief Financial Officer and Treasurer effective
December 29, 2008. Prior to joining OSI, Mr. Legault, 48, was Senior Executive Vice President and
Chief Administrative Officer of Rite Aid Corporation. From January 2006 to June 2007, Mr. Legault
served as Executive Vice President of The Jean Coutu Group (PJC) Inc., with overall management
responsibilities for the Brooks Eckerd operations in the United States. Prior to his employment
with The Jean Coutu Group, Mr. Legault held several senior positions with Sanofi-Aventis and
predecessor companies over a period of 16 years, last serving as Worldwide President of
Sanofi-Aventis Dermatology/Dermik. Such prior positions also included: Senior Vice President and
Chief Financial Officer of Aventis Pharmaceutical North America from 2000 to 2003; Global Senior
Vice-President Finance and Treasury of Hoechst Marion Roussel, Inc. from 1998 to 2000;
Vice-President and Chief Financial Officer, North America Finance, Information Services and
Administration of Marion Merrell Dow, Inc. from 1997 to 1998; and Vice-President and Chief
Financial Officer (Finance, Information Systems and Administration) of Marion Merrell Dow
Pharmaceutical Canada from 1990 to 1996. Mr. Legault belongs to several professional associations,
including the Finance Executive Institute and the Canadian Institute of Chartered Accountants and
is currently a member of the board of directors and chair of the audit committee of Cyclacel
Pharmaceuticals, Inc.
On December 16, 2008, OSI also announced that Michael G. Atieh will be stepping down from his
position as OSIs Chief Financial Officer and Treasurer on December 29, 2008, pending his
previously announced retirement which will now occur effective January 5, 2009.
On December 16, 2008, OSI entered into an employment agreement with Mr. Legault, with an
effective date of December 29, 2008 (the Employment Agreement). The Employment Agreement provides
for a base salary of $450,000. In addition, Mr. Legault is eligible for an annual discretionary
incentive target bonus of 55% of his base salary based on a combination of personal and corporate
performance measures. He will also be entitled to receive other customary fringe benefits
generally available to our executive employees. The Employment Agreement also provides that, on
January 2, 2009, Mr. Legault will receive options to purchase 125,000 shares of OSIs common stock
(vesting one-third on each of the third, fourth and fifth anniversaries of the date of grant) as
well as 12,500 restricted stock units which will vest at twenty-five percent per year over a period
of four years from their grant date. Mr. Legault will also be entitled to a relocation package as
well as certain severance benefits. This description of the Employment Agreement is qualified in
its entirety by reference to the full text of the Employment Agreement, attached hereto as Exhibit
10.1 and incorporated herein by reference.
A copy of OSIs press release announcing Mr. Legaults appointment as Executive Vice
President, Chief Financial Officer and Treasurer and Mr. Atiehs related retirement is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated as of December 16, 2008,
by and between OSI Pharmaceuticals, Inc. and Pierre
Legault.
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99.1
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Press Release dated December 16, 2008.
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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.
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Date: December 16, 2008
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OSI PHARMACEUTICALS, INC.
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By:
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/s/ Barbara A. Wood
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Barbara A. Wood
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Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated as of December 16, 2008,
by and between OSI Pharmaceuticals, Inc. and Pierre
Legault.
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99.1
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Press Release dated December 16, 2008.
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-4-
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