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
December 3, 2007
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State of Incorporation)
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1-10269
(Commission File Number)
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95-1622442
(IRS Employer
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.
Allergan, Inc. (“Allergan”) announced that on December 3, 2007, Dawn Hudson was appointed
to Allergan’s Board of Directors (the “Board”), effective January 28, 2008. Ms. Hudson will
serve as a Class III director and her term on the Board will expire at Allergan’s 2010 annual
meeting of stockholders. Ms. Hudson will initially serve as a member of the Audit and Finance Committee and
the Organization and Compensation Committee of the Board.
For her Board service, Ms. Hudson will receive an annual cash retainer of $40,000 (beginning
upon her appointment to the Board), $2,000 for each Board meeting attended and $1,000 for each
Board committee meeting attended. Ms. Hudson will participate in the Allergan, Inc. 2003
Non-Employee Director Equity Incentive Plan (the “Director Plan”) and, effective at Allergan’s 2008
annual meeting of stockholders, will receive a grant of 14,400 shares of restricted stock, which
restricted stock shall vest at a rate of 4,800 shares per year for the remainder of Ms. Hudson’s
term on the Board. Under the Director Plan, Ms. Hudson will also receive an option to purchase
11,400 shares of Allergan common stock on the date of Allergan’s 2008 annual meeting of
stockholders, with a per share exercise price equal to the fair market value of a share of Allergan
common stock on the date of grant. In addition, Ms. Hudson will be eligible to participate in the
Deferred Directors’ Fee Program, which permits Allergan’s directors to defer all or a portion of
their Board retainer and Board meeting fees until termination of their status as a Board member.
Ms. Hudson will also be entitled to indemnification pursuant to a standard director Indemnity
Agreement with Allergan.
There are no understandings or arrangements between Ms. Hudson and any other person pursuant
to which Ms. Hudson was selected to serve as a director of Allergan. There are no family
relationships between Ms. Hudson and any director, executive officer or person nominated or chosen
by Allergan to become a director or executive officer, and there are no transactions between Ms.
Hudson or any immediate family member and Allergan or any of its subsidiaries.
The full text of the press release relating to Ms. Hudson’s Board appointment is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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| 99.1 |
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Press release dated December 6, 2007 announcing the appointment of
Dawn Hudson to the Allergan, Inc. Board of Directors. |