SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 12, 2011
CATALENT PHARMA SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
(Registrants 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:
On December 14, 2011, Catalent Pharma Solutions, Inc. (the Company), the Companys indirect parent, PTS Holdings Corp. (PTS) and John Chiminski, the Companys President and Chief Executive Officer, entered into a letter agreement (the Letter Agreement), effective as of December 12, 2011 (the Effective Date), which modifies certain terms of Mr. Chiminskis employment agreement with the Company and PTS, dated February 23, 2009, as amended by the letter agreements among the Company, PTS and Mr. Chiminski, dated October 30, 2009 and June 29, 2010 (the Employment Agreement).
The Letter Agreement provides for a new three-year employment term commencing on the Effective Date, which initial term will be automatically extended for successive one-year periods thereafter unless one of the parties provides the other with written notice of non-renewal at least sixty days prior to the end of the applicable term.
The financial terms of the Letter Agreement include (1) an increased annual base salary of $850,000, subject to discretionary increases from time to time and (2) continued participation in the Companys management incentive plan, with an increased target annual cash bonus amount equal to $1,000,000 and a maximum of 200% of such target amount. Any payment under the management incentive plan with respect to fiscal 2012 will be pro-rated to reflect the increase in Mr. Chiminskis target bonus amount.
In addition to the foregoing, the Company has also agreed to reimburse Mr. Chiminski (on a tax grossed-up basis), on an annual basis during each calendar year of the employment term, for the reasonable cost of (1) premiums for an executive life insurance policy (not to exceed $15,000) and (2) financial services/planning (not to exceed $15,000).
The Employment Agreement has been previously filed by the Company with the SEC as Exhibit 99.2 to the Companys Current Report on Form 8-K filed on March 5, 2009. The letter agreement among the Company, PTS and Mr. Chiminski, dated October 30, 2009, has been previously filed by the Company with the SEC as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on February 12, 2010. The letter agreement among the Company, PTS and Mr. Chiminski, dated June 29, 2010, has been previously filed by the Company with the SEC as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 7, 2010.
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.
Dated: December 16, 2011