| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, DC 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): August 22, 2006 | ||
| E-Z-EM, INC. | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
| Delaware | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 1-11479 | 11-1999504 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1111 Marcus Avenue, Lake Success, New York | 11042 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (516) 333-8230 | ||
| (Registrant’s telephone number, including area code) | ||
| 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. | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01. | Entry into a Material Definitive Agreement. |
| On August 22, 2006, the board of directors of E-Z-EM, Inc. (the “Company”), amended the compensation payable to the chairmen of the nominating and corporate governance committee and the compensation committee of the board of directors, by providing for a monthly cash retainer of $500 for each chairman. As amended, the compensation of the non-employee directors of the Company, including committee chairman, is set forth on, and is incorporated into this Item 1.01 by reference to, exhibit 10.1 to this current report on Form 8-K. | |
2 |
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits. | |
| Exhibit | Description | |
| 10.1. | Summary of the Compensation of the Non-employee Directors of E-Z-EM, Inc. | |
3 |
| SIGNATURES | ||
| 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. | ||
| Date: August 25, 2006 | E-Z-EM, INC. | |
| (Registrant) | ||
| By: | /s/ Peter J. Graham | |
| Peter J. Graham | ||
| Senior Vice President – | ||
| Chief Legal Officer, Global Human Resources and Secretary |
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4 |
| EXHIBIT INDEX | ||
| Exhibit | Description | |
| 10.1. | Summary of the Compensation of the Non-employee Directors of E-Z-EM, Inc. | |
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