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): MARCH 27, 2006
PERRIGO COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-19725 38-2799573
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) 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 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):
[ ] 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
Pursuant to a delegation by the Company's Board of Directors, the Company
adopted the Perrigo Company Nonqualified Deferred Compensation Plan ("Plan") on
March 27, 2006. A description of the Plan follows. The following description of
the Plan is qualified in its entirety by reference to the text of the Plan which
is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The Plan was adopted as a replacement for the L. Perrigo Nonqualified Deferred
Compensation Plan, which was frozen to new deferrals effective December 31,
2004. The Plan is subject to and is intended to satisfy the requirements of
Section 409A of the Internal Revenue Code of 1986 ("Code"), which sets forth
certain rules applicable to nonqualified deferred compensation plans.
Employees designated by the Plan Committee are eligible to participate in the
Plan. The Plan allows eligible employees to defer up to 80% of base salary and
up to 100% of annual bonus. It also provides for Company matching and
discretionary credits. These amounts are credited to a recordkeeping account in
the participants' name. The Company may provide for a vesting schedule for
matching and discretionary credits, or it may provide that such amounts are
fully vested when credited to the participant's account. The Plan also permits
non-employee directors to defer retainer and meeting fees.
Deferral elections with respect to base salary and director fees must be made
prior to the beginning of the calendar year in which the base salary or fees
would otherwise be payable to the participant. Deferrals of annual bonus must be
made no later than 6 months prior to the end of the performance period to which
the bonus relates. These elections are irrevocable for the year.
The balance in a participant's account is payable following the participant's
termination of service with the Company and its affiliates. Payments may be made
in a lump sum or in annual installments of up to 15 years, as elected by the
participant. The Plan provides that distribution elections will be made in
accordance with the requirements of Code Section 409A, which generally requires
that distribution elections be made at the time of initial deferral. Only
limited changes are permitted after the initial distribution election, and any
change must be made at least 12 months in advance of the original distribution
date and delay payment for a period of at least 5 years beyond the original
distribution date. Payments made on an employee's termination of service for
reasons other than death or disability are made or commence no earlier than 6
months after the termination date.
At the time of an initial deferral election, a participant may also elect a
specific future date on which such deferrals, as adjusted for earnings, will be
paid. If the participant terminates service prior to the specified future date,
then the participant's termination election, rather than the specific future
date election, will govern distribution of the participant's account. The Plan
also permits distribution in the event of an unforeseeable emergency.
Prior to payment, the recordkeeping account is credited with assumed earnings,
based on the participant's election from among the various measurement funds
established by the Plan
Committee for this purpose. These measurement funds are used solely to credit
the participant's account with assumed earnings. The Plan does not require
actual investment in the measurement funds selected.
The Plan can be amended or terminated by the Board of Directors of the Company
at any time. If the Plan is terminated, the Company may distribute the balance
in each participant's account during the period beginning 12 months after the
termination date and ending 24 months after the termination date.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Perrigo Company Nonqualified Deferred Compensation Plan
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: March 28, 2006 Todd W. Kingma
Senior Vice President, Secretary and
General Counsel
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Perrigo Company Nonqualified Deferred Compensation Plan