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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
May 6, 2008
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-10269
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95-1622442 |
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(Commission File Number)
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(IRS Employer |
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Identification Number) |
2525 Dupont Drive
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 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))
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 May 6, 2008, at the 2008 annual meeting of stockholders (the “2008 Annual Meeting”),
the stockholders of Allergan, Inc. (“Allergan”) approved the adoption of the Allergan, Inc. 2008
Incentive Award Plan (the “2008 Plan”) that provides for the grant of cash and equity awards to
employees and non-employee directors. Allergan’s Board of Directors (the “Board”) unanimously
approved the adoption of the 2008 Plan on January 28, 2008, subject to approval by Allergan’s
stockholders at the 2008 Annual Meeting. The 2008 Plan became effective immediately upon
stockholder approval.
A summary of the principal provisions of the 2008 Plan is set forth below.
Purpose of the 2008 Plan
The purpose of the 2008 Plan is to promote Allergan’s success and enhance its value by linking
the personal interests of Board members and employees to those of Allergan’s stockholders and by
providing such individuals with an incentive for outstanding performance. The 2008 Plan is further
intended to provide flexibility in Allergan’s ability to motivate, attract and retain the services
of Board members and employees upon whose judgment, interest and special effort Allergan depends.
The 2008 Plan succeeds the Allergan, Inc. 1989 Incentive Compensation Plan, the Allergan, Inc. 2001
Premium Priced Stock Option Plan, the Allergan, Inc. Employee Recognition Stock Award Plan and the
Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan, in each case, as amended from time
to time (the “Prior Plans”). No further awards will be made under the Prior Plans.
Administration
The 2008 Plan generally will be administered by the Board’s Corporate Governance Committee with respect to non-employee directors,
and the Board’s Organization and Compensation Committee with respect to all other awards. The administrator will have the power to establish
rules and regulations for the proper administration of the 2008 Plan, determine which participants
will receive awards and establish the other terms and conditions of the awards, consistent with the
terms of the 2008 Plan. The administrator may modify outstanding awards as provided in the 2008
Plan.
Shares Available and Award Limits
The aggregate number of shares of Allergan’s common stock,
par value $0.01 per share (the
“Common Stock”), that may be issued or transferred pursuant to awards under the 2008 Plan is
20,000,000 plus any shares of Common Stock that, as of the date of the 2008 Annual Meeting, are
subject to awards under the Prior Plans that are subsequently forfeited, cancelled, expire, settled
in cash or lapse unexercised and are not issued under the Prior Plans. No more than
25,000,000 shares of Common Stock may be issued upon the exercise of incentive stock options
granted under the 2008 Plan.
The number of shares of Common Stock available for issuance under the 2008 Plan will be
reduced by 1.4 shares for each share of Common Stock delivered in settlement of any “full value
award” granted under the 2008 Plan, which is any award other than a stock option, stock
appreciation right or other award for which the participant pays the intrinsic value (whether
directly or by forgoing a right to receive a payment from Allergan). In the event that a full
value award granted under the 2008 Plan expires or is cancelled, forfeited, settled in cash or
otherwise terminated before delivery of the shares subject to such award, the number of shares of
Common Stock available for issuance under the 2008 Plan will be increased by 1.4 shares for each
share of Common Stock subject to such award.
The maximum number of shares which may be subject to awards granted
under the 2008 Plan to any individual during any calendar year may not exceed 1,500,000 shares of
Common Stock. The maximum aggregate cash amount that may become payable pursuant to all
performance-based awards that may be granted to any individual during any calendar year is
$5,000,000.
Awards
The 2008 Plan provides that the administrator may grant or issue stock options, stock
appreciation rights, restricted stock, restricted stock units, deferred stock, dividend
equivalents, performance awards and stock payments, or any combination thereof, to eligible
participants. Each award will be evidenced by a separate agreement with the person receiving the
award and will indicate the type, terms and conditions of the award.
The exercise price of a stock option and the base price of a stock appreciation right shall
not be less than the fair market value of Common Stock on the date of grant. No stock option shall
be exercisable later than ten (10) years after the date it is granted. In general, full value
awards are required to vest over a period of not less than (i) three years from the grant date for
those full value awards that vest based solely on employment with Allergan, or (ii) one year
following the commencement of the performance period for full value awards that vest based upon the
attainment of performance goals.
The administrator is authorized to grant awards intended to qualify as “performance-based
compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
The 2008 Plan enumerates certain performance criteria that may be used in granting such awards.
Automatic Grants to Non-Employee Directors
Beginning on the date of the 2008 Annual Meeting, each non-employee director will
automatically receive, effective as of the date of each annual meeting, an option to purchase
11,400 shares of Common Stock; provided, that the non-employee director continues to serve as a
member of the Board as of such date. Automatic annual options granted to non-employee directors
will be non-qualified stock options. Unless otherwise specified by the administrator prior to the
date the annual option is granted, each annual option will vest and become exercisable upon the
earlier of the first anniversary of the grant date of such annual option or the first annual
meeting following the grant date of such annual option at which one or more members of the Board
are standing for re-election. However, in no event will a non-employee director’s automatic annual
option grant vest and become exercisable for any additional shares of Common Stock following his or
her termination of service as a director, unless otherwise provided in the award notice or by
action of the administrator on or after the grant date of such annual option.
Also beginning on the date of the 2008 Annual Meeting, each non-employee director who is
elected, re-elected or appointed to the Board during the term of the 2008 Plan will automatically
be granted a restricted stock award covering 14,400 shares of restricted stock. In the event an
individual’s initial appointment or election to be a non-employee director occurs at any time other
than an annual meeting at which members of the class of directors to which such individual becomes
a member are standing for re-election, such individual will instead automatically receive a
restricted stock award covering 14,400 shares less 4,800 shares for each calendar year ended since
the last annual meeting at which members of the class of directors to which such individual is
elected were standing for re-election. Each automatically granted restricted stock award will be
granted without cost to the non-employee director and will initially be subject to forfeiture upon
the non-employee director’s termination of service on the Board. The forfeiture restrictions will
lapse with respect to, and the non-employee director will become vested in, 4,800 shares of common
stock subject to each restricted stock award upon the earlier of each anniversary of the grant date
of such restricted stock award or the annual meeting held during such calendar year at which one or
more members of the Board are standing for re-election. However, a non-employee director will not
vest in any additional shares of Common Stock following his or her termination of service as a
director, unless otherwise provided in the award notice or by action of the administrator on or
after the grant date of such restricted stock award.
Amendment and Termination
The administrator may, with approval of the Board, terminate, amend or modify the 2008 Plan at
any time, subject to stockholder approval to the extent required by applicable law or regulation or
the listing standards of the NYSE (or any other market or stock exchange on which the Common
Stock is at the time primarily traded). Additionally, stockholder approval will be specifically
required to increase the maximum number of shares of Common Stock that may be issued under the 2008
Plan, materially change the eligibility requirements, permit the administrator to extend the
exercise period for an option beyond ten years from the date of grant or permit the administrator
to grant stock options with an exercise price that is below fair market value on the date of grant.
Except with respect to amendments that are intended to cause awards to comply with or be
exempt from Section 409A of the Code, no amendment, modification or termination of the 2008 Plan
will adversely affect in any material way any award previously granted pursuant to the 2008 Plan
without the participant’s consent. Additionally, in no event may an award be granted pursuant to
the 2008 Plan on or after May 6, 2018.
Section 162(m) Compliance
The 2008 Plan is designed to permit Allergan to make cash and equity based awards intended to
qualify as “performance-based compensation” under Section 162(m) of the Code. Under
Section 162(m), income tax
deductions of publicly-held corporations may be limited to the extent total compensation (including
base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain
executive officers exceeds $1,000,000 in any one year. The Section 162(m) deduction limit,
however, does not apply to certain “qualified performance-based compensation.” In the event that
Allergan issues awards that satisfy the “qualified performance-based compensation” exception, the
remuneration attributable to those awards should not be subject to the $1,000,000 deduction limit.
Miscellaneous
The 2008 Plan also contains provisions with respect to payment of purchase price, vesting and
expiration of awards, treatment of awards upon a change of control of Allergan, adjustments for
stock splits, recapitalizations and mergers, transferability of awards and tax withholding
requirements. Various other terms, conditions and limitations apply, as further described in the
2008 Plan.
The 2008 Plan is described in detail in Allergan’s proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on March 20, 2008 in connection with the 2008 Annual
Meeting. The descriptions of the 2008 Plan set forth herein and in the proxy statement do not
purport to be complete and are qualified entirely by reference to the full text of the 2008 Plan, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibits: |
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Description of Document |
10.1
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Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Appendix A
to Allergan, Inc.’s Proxy Statement filed on March 20, 2008) |
10.2
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Sub-Plan for Restricted Stock Units for Employees in France |
10.3
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Sub-Plan for Stock Options for Employees in France |
10.4
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Form Non-Qualified Stock Option Grant Notice for Non-Employee Directors |
10.5
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Form Non-Qualified Stock Option Grant Notice for Employees |
10.6
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in China |
10.7
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in France |
10.8
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in Italy |
10.9
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in Thailand |
10.10
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Form Restricted Stock Award Grant Notice for Non-Employee Directors |
10.11
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Form Restricted Stock Award Grant Notice for Employees |
10.12
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Form Restricted Stock Award Grant Notice for Employees (Management Bonus Plan) |
10.13
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Form Restricted Stock Unit Award Grant Notice for Employees |
10.14
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Form Restricted Stock Unit Award Grant Notice for Employees (Management Bonus Plan) |
10.15
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Addendum to Form Restricted Stock Unit Award Grant Notice for Employees in France |
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.
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ALLERGAN, INC. |
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Date: May 6, 2008
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By:
Name:
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/s/ Matthew J. Maletta
Matthew J. Maletta
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Title:
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Vice President,
Associate General Counsel and Assistant Secretary |
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EXHIBIT INDEX
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| Exhibits: |
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Description of Document |
10.1
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Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Appendix A
to Allergan, Inc.’s Proxy Statement filed on March 20, 2008) |
10.2
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Sub-Plan for Restricted Stock Units for Employees in France |
10.3
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Sub-Plan for Stock Options for Employees in France |
10.4
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Form Non-Qualified Stock Option Grant Notice for Non-Employee Directors |
10.5
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Form Non-Qualified Stock Option Grant Notice for Employees |
10.6
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in China |
10.7
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in France |
10.8
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in Italy |
10.9
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Addendum to Form Non-Qualified Stock Option Grant Notice for Employees in Thailand |
10.10
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Form Restricted Stock Award Grant Notice for Non-Employee Directors |
10.11
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Form Restricted Stock Award Grant Notice for Employees |
10.12
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Form Restricted Stock Award Grant Notice for Employees (Management Bonus Plan) |
10.13
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Form Restricted Stock Unit Award Grant Notice for Employees |
10.14
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Form Restricted Stock Unit Award Grant Notice for Employees (Management Bonus Plan) |
10.15
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Addendum to Form Restricted Stock Unit Award Grant Notice for Employees in France |