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): December 17, 2009
Valeant Pharmaceuticals International
(Exact Name of Registrant Specified in Charter)
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Delaware
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1-11397
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33-0628076 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
One Enterprise
Aliso Viejo, California 92656
(Address of Principal Executive Offices) (Zip Code)
(949) 461-6000
(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:
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
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Item 1.01 |
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Entry into a Material Definitive Agreement |
On December 17, 2009, Valeant Pharmaceuticals International (the Company) entered into the
Standstill and Board Nomination Agreement, dated December 17, 2009, between the Company and
entities affiliated with ValueAct Capital (the Agreement). The term of the Agreement is from
December 17, 2009 until the day after the Companys annual meeting of stockholders in 2013 (the
2013 Annual Meeting).
During the term of the Agreement, ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct
Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., and ValueAct
Holdings GP, LLC (collectively, the ValueAct Stockholders) have agreed not to acquire, agree or
seek to acquire or make any proposal or offer to acquire, or announce any intention to acquire,
beneficially or otherwise, any securities of the Company or any securities convertible or
exchangeable into or exercisable for any securities of the Company or any property, asset or
business of the Company if, in any such case, immediately after taking such action the ValueAct
Stockholders, together with their respective affiliates, would, in the aggregate own, beneficially
or otherwise, thirty percent (30%) or more of the outstanding voting power of the Company.
The Company has agreed to appoint a nominee of the ValueAct Stockholders (the Nominee) to the
Companys Board of Directors (the Board) to serve until the Companys annual meeting of
stockholders in 2010 (the 2010 Annual Meeting). The Company has also agreed to include the
Nominee in the Boards slate of nominees for election as a director in the proxy statement for the
2010 Annual Meeting, and use its reasonable best efforts to cause the election of the Nominee at
the 2010 Annual Meeting to serve until the 2013 Annual Meeting. The ValueAct Stockholders have
agreed to vote in favor of the Boards slate of nominees for election as directors at the 2010
Annual Meeting, so long as the slate includes the Nominee. The ValueAct Stockholders have agreed
not to seek any other representation on the Board during the term of the Agreement. The Nominee
will not be entitled to any director compensation, but will be reimbursed for out-of-pocket
expenses.
If Nominee ceases to be an employee, member or partner of the ValueAct Stockholders, he would
tender his resignation, which the Board may accept or reject. Nominee must (i) remain
independent for NYSE purposes, (ii) be qualified to serve as a director under the Delaware
General Corporation Law, and (iii) agree to be bound by the Agreement, or else he must tender his
resignation, which Board may accept or reject. If during the term of the Agreement, the Nominee
dies, resigns, or is disqualified or removed, or fails to be nominated, then the Agreement provides
that the ValueAct Stockholders and the Board will work together in good faith to fill the resulting
vacancy with, or nominate, an employee, member or partner of the ValueAct Stockholders who is
mutually acceptable.
The ValueAct Stockholders will lose the right to a Board seat if, after a sale or transfer of
shares, the ValueAct Stockholders own less than 20% of the Company, in which case the Nominee will
tender his resignation.
The ValueAct Stockholders have also agreed not to knowingly sell or transfer shares to any person
or group who owns (or after the transaction would own) 15% or more of the Companys voting power,
and not on any single day to sell more than 5% of the Companys shares through the public markets.
The foregoing description of the Agreement is qualified by reference to the Agreement, which is
filed as Exhibit 10.1 to this current report on Form 8-K.
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
On December 17, 2009, in accordance with the terms of the Agreement, the Board increased the size
of the Board by one, from nine to ten members, and appointed Brandon B. Boze to serve as a director
of the Company until the 2010 Annual Meeting. Under the terms of the Agreement, Mr. Boze will not
be compensated for his service on the Board, but will be reimbursed for out-of-pocket expenses.
Mr. Boze, age 29, is a Vice President of ValueAct Capital, a San Francisco-based investment
partnership with more than $3.5 billion in assets under management. Prior to joining ValueAct
Capital in 2005, Mr. Boze worked at Lehman Brothers in a variety of positions within merchant
banking, utilities investment banking and technology mergers and
acquisitions. He has a Bachelor of Engineering degree from Vanderbilt University and is a CFA charterholder.
The disclosure set forth in Item 1.01 above is hereby incorporated by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) |
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Exhibits. |
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10.1 |
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Standstill and Board Nomination Agreement, dated December 17, 2009 between Valeant
Pharmaceuticals International and entities affiliated with ValueAct Capital |