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): July 1, 2010 (June 25, 2010)
King Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
Tennessee
(State or Other Jurisdiction
of Incorporation)
|
|
001-15875
(Commission
File Number)
|
|
54-1684963
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
|
| 501 Fifth Street
|
|
|
|
37620 |
| Bristol, Tennessee
|
|
|
|
(Zip Code) |
| (Address of principal |
|
|
|
|
| executive offices) |
|
|
|
|
(423) 989-8000
(Registrant’s telephone number, including area code)
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:
| o |
|
Written communication 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2010, King Pharmaceuticals, Inc. (“King”) and Pain Therapeutics, Inc. (“PTI”)
executed a letter agreement amending the Collaboration Agreement between the parties, dated
November 9, 2005, and the License Agreement between the parties, dated December 29, 2005, relative
to REMOXY® and other opioid products. The amendments related to REMOXY®
provide for a one-time $5 million payment from King to PTI in July 2010. PTI will receive a
reduced, flat royalty of 10% on all Net Sales (as defined in the original License Agreement)
outside of the United States, with the exception of Australia and New Zealand, where PTI has
commercialization rights. The original agreement called for a royalty rate of 15% of Net Sales,
with a provision to increase the rate to 20% upon the attainment of a
Net Sales benchmark. PTI also
granted King additional development rights related to certain opioid products addressed in the
previous agreements and agreed to the payment by PTI of certain research and development expenses
related thereto.
The royalty rate in the United States and the amounts and conditions of potential milestone
payments from King to PTI were not altered by the amendments.
King issued a press release related to the amendments on June 29, 2010, which is attached
hereto as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 29, 2010, King’s Board of Directors met and approved an amendment to Article II,
Section 1 of King’s Second Amended and Restated Bylaws (“Bylaws”). That section has been amended
and restated to reflect that the election of directors shall occur as specified in King’s charter,
which was amended as a result of a shareholder vote at King’s 2010 annual meeting approving a
majority voting standard in uncontested elections of directors. The text of the Bylaws amendment
follows:
Section 1. Qualification and Election. Directors need not
be shareholders or residents of this State. Each director shall be
elected as provided for in the Charter of the Corporation, as amended
from time to time, or, if not so specified, as allowed by applicable
laws of Tennessee. Each director shall hold office until the
expiration of the term for which the director is elected, and
thereafter until a successor has been elected and qualified.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of King Pharmaceuticals, Inc., dated June 29, 2010.