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 - May 15, 2006
(Date
of
Earliest Event Reported)
COLUMBIA
LABORATORIES, INC.
(Exact
name of registrant as specified in its charter)
Commission
File No. 1-10352
|
Delaware
|
|
59-2758596
|
|
(State
of Incorporation)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
354
Eisenhower Parkway
Livingston,
New Jersey
|
|
07039
|
|
(Address
of principal
executive
offices)
|
|
Zip
Code
|
Registrant’s
telephone number, including area code: (973) 994-3999
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 (see General Instruction A.2. below):
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))
Item
1.01.
Entry
into a Material Definitive Agreement.
Form
of Restricted Stock Agreement.
On
May
15, 2006, the Board of Directors of Columbia Laboratories, Inc. (the “Company”)
adopted a form of Restricted Stock Agreement (the “Restricted Stock Agreement”)
for grants of shares of restricted Company common stock (the “Shares”) under the
Company’s 1996 Long-term Performance Plan (the “Plan”) to employees and
directors (the “Participants”). The Board of Directors also ratified the form of
option agreement to evidence grants of stock options under the Plan (the “Option
Agreement”).
The
Shares vest in accordance with the terms of the grant. Upon any
termination of service of a Participant to the Company, vesting of the Shares
will immediately cease, and unvested Shares will automatically be canceled.
The
Shares will vest immediately upon the death of a Participant. Any income or
other taxes due from a Participant with respect to the Shares are such
Participant’s responsibility. A Participant may elect to have any tax
withholding satisfied by a reduction of the number of Shares otherwise
deliverable, or by delivery of Shares already owned by such Participant, with
the amount of Shares subject to such reduction or delivery to be calculated
based on the fair market value on the date of the taxable event. The Shares
may
not be sold, transferred, assigned, hypothecated, pledged, encumbered or
otherwise disposed of, whether voluntarily or by operation of law, at any time
before they vest. The Company will hold the Shares in escrow until they
have vested. The Shares are subject to the terms and provisions of the
Plan in all respects.
A
copy of
the form of Restricted Stock Agreement is attached as Exhibit 10.62 to this
Current Report on Form 8-K and is incorporated herein by reference. A copy
of
the form of Option Agreement is attached as Exhibit 10.63 to this Current Report
on Form 8-K and is incorporated herein by reference.
Director
Compensation
On
May
15, 2006, the Board of Directors of the Company revised the compensation
practices for non-employee directors to provide for a grant of 10,000 shares
of
restricted Company common stock under the Plan upon election at the Annual
Meeting of Stockholders in lieu of a grant of stock options. All other
compensation and reimbursement practices for non-employee directors remain
unchanged. Directors who are employed by the Company do not receive any
additional compensation for their Board activities.
The
following table provides information on the Company’s compensation and
reimbursement practices for non-employee directors.
|
|
|
|
|
|
|
|
Annual
Retainer, Chairman and Vice Chairman
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
Director Retainer
|
|
$
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
Committee Retainer
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Annual Retainer: Committee Chair (except Audit Committee)
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Annual Retainer: Audit Committee Chair
|
|
$
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meeting
Attendance Fees (per day)
|
|
$
|
1,500
|
|
|
(in
person
)
|
|
|
|
|
$
|
500
|
|
|
(by
telephone
)
|
|
|
|
|
|
|
|
|
|
|
|
Shares
of Restricted Stock Granted upon Election at Annual
Meeting
|
|
|
10,000
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursement
for Expenses Attendant to Board Membership
|
|
|
Yes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Consists
of a grant of 10,000 shares of Restricted Stock under the Plan. The
shares
will be granted pursuant to a Restricted Stock Agreement in the form
attached as Exhibit 10.62 to this Current Report on Form
8-K.
|
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
|
10.62
|
Form
of Restricted Stock Agreement.
|
|
10.63
|
Form
of Option Agreement.
|
|
10.64
|
Description
of the registrant’s compensation and reimbursement practices for
non-employee directors.
|
SIGNATURE
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.
Date:
May
17, 2006
|
|
|
|
|
|
COLUMBIA
LABORATORIES, INC.
|
|
|
|
|
|
By:
|
/s/ David
L.
Weinberg
|
|
|
David
L. Weinberg
|
|
|
Vice
President and Chief Financial Officer
|
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
|
|
10.62
|
Form
of Restricted Stock Agreement
|
|
10.63
|
Form
of Option Agreement
|
|
10.64
|
Description
of the registrant’s compensation and reimbursement practices for
non-employee directors.
|
Exhibit
10.62
AWARD
AGREEMENT
COLUMBIA
LABORATORIES, INC.
1996
LONG-TERM
PERFORMANCE
PLAN
This
Award Agreement sets forth the terms and conditions of shares of Stock granted
pursuant to the provisions of the 1996 Long-term Performance Plan (the
“
Plan
”)
of
Columbia Laboratories, Inc. (the “
Company
”)
to the
Participant whose name appears below, for the number of Shares of Stock of
the
Company set forth below, pursuant to the provisions of the Plan and on the
following express terms and conditions. Capitalized terms not otherwise
defined herein shall have the same meanings as set forth in the
Plan.
1.
Name
and address of Participant to whom the Shares are granted
:
2.
Number
of Shares of Common Stock (“Shares”)
:
3.
Purchase
price of Shares
:
$0.01
per
Share, the receipt of which is hereby acknowledged
4.
Date
of grant of the Shares
:
5.
Vesting
.
5.1
Vesting
Schedule
.
Except
as otherwise provided in Section 5.2, the Shares shall vest pursuant to Schedule
1, attached hereto. Upon any termination of service of the Participant to
the Company, vesting of the Shares shall immediately cease and any unvested
Shares will automatically be canceled.
5.2
Death
of the Participant
.
If, at any time before the Shares granted hereunder shall have vested as
provided in Section 5.1, the Participant shall die while an employee or
director of the Company or an
Affiliate, the Shares immediately shall vest.
5.3
Agreement
with respect to Tax Payments and Withholding
.
The
Participant acknowledges and agrees that any income or other taxes due from
the
Participant with respect to the Shares issued pursuant to this Restricted Stock
Award, including on account of the vesting of the Shares, shall be the
Participant’s responsibility. By accepting this Restricted Stock Award,
the Participant agrees and acknowledges that (i) the Company promptly will
withhold from the Participant’s pay the amount of taxes the Company is required
to withhold upon any vesting of Shares pursuant to this Restricted Stock Award,
and (ii) the Participant shall make immediate payment to the Company in the
amount of any tax required to be withheld by the Company in excess of the
Participant’s pay available for such withholding. The Participant may elect to
have such withholding satisfied by a reduction of the number of shares otherwise
so deliverable (a “Stock Withholding Election”), or by delivery of shares of
Stock already owned by the Participant, with the amount of shares subject to
such reduction or delivery to be calculated based on the Fair Market Value
on
the date of such taxable event.
6.
Restrictions
on Transfer
.
The Shares may not be sold, transferred, assigned, hypothecated, pledged,
encumbered or otherwise disposed of, whether voluntarily or by operation of
law,
at any time before they become vested Shares pursuant to Section 5.
Any such purported transfer shall be null and void, and shall not be recognized
by the Company or recorded on its books.
7.
Escrow
.
Any Shares that have not vested pursuant to Section 5, together with any
securities distributed in respect thereof, such as through a stock split or
other recapitalization, shall be held by the Company in escrow until such Share
shall have vested. The Company promptly shall release vested Shares from
escrow.
8.
Plan
.
The Participant hereby acknowledges receipt of a copy of the Plan as presently
in effect and the Prospectus with respect thereto. All of the terms and
provisions of the Plan are incorporated herein by reference, and this Restricted
Stock Award is subject to those terms and provisions in all
respects.
|
Participant
|
Columbia
Laboratories, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
By:
|
|
|
|
|
|
Date:
|
Date:
|
|
|
|
|