form8k.htm
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
September
9, 2009 (Date of report)
CARACO
PHARMACEUTICAL LABORATORIES, LTD.
(Exact
name of registrant as specified in its charter)
|
Michigan
|
|
1-31773
|
|
38-2505723
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
file number)
|
|
(I.R.S.
employer identification no.)
|
1150 Elijah McCoy Drive,
Detroit, Michigan 48202
(Address
of principal executive offices)
(313)
871-8400
(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:
|
£
|
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
140.14a-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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On
September 9, 2009, the Board appointed F. Folsom Bell to fill the vacancy
resulting from the decision by John D. Crissman not to stand for re-election at
the 2009 Annual Meeting of Shareholders of the Company. Mr. Bell was
appointed to fill the vacancy for a term commencing immediately following the
2009 Annual Meeting of Shareholders and ending following the 2012 Annual Meeting
of Shareholders and the election and qualification of his successor, unless such
appointment is not ratified by shareholders at a special election, in which
case, the appointment will terminate on such date.
Mr. Bell,
age 67, has been a consultant on M&A transactions and
involved in real estate development since 2006. From
September 2000 to December 2005, Mr. Bell was the Executive Vice-President,
Business Development of Perrigo Company, a global healthcare supplier that
develops, manufactures and distributes over-the-counter and generic prescription
pharmaceuticals, nutritional products, active pharmaceutical ingredients and
pharmaceutical and medical diagnostic products. Mr. Bell was also a
member of the board of directors of Perrigo Company from January 1981 through
February 1986 and from June 1988 to January 2003. While a director of
Perrigo Company, Mr. Bell served for six years on its audit committee, including
time as chairman. Mr. Bell was a certified public accountant for
fifteen years with two major public accounting firms.
The Board
has determined that Mr. Bell is independent within the meaning of Section 803A
of the NYSE Amex Company Guide and has designated him as independent under
Michigan law effective upon his ratification and election by shareholders at the
special meeting. Mr. Bell has been asked to investigate
allegations made by a shareholder in a demand letter that certain officers and
directors have breached their fiduciary duties to the Company in connection with
the FDA action against the Company. The Board has agreed to
compensate Mr. Bell for these additional director services in the amount of $200
per hour. In connection with his joining the Board, the Company
has also entered into an indemnification agreement with Mr. Bell.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CARACO
PHARMACEUTICAL LABORATORIES, LTD.
|
Date: September
15, 2009
|
By: /s/ Jitendra N.
Doshi
|
|
|
Jitendra
N. Doshi
|
|
|
Chief
Executive Officer
|