-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd779L+jfm3gJ5YLrjJ/MC6KMVZiEe0L0J6l/ut8klNRXY3qIr7j7KHVRPyk2xz6 8r4c2mFotX3N9T9MLue+rg== 0000019520-06-000013.txt : 20060127 0000019520-06-000013.hdr.sgml : 20060127 20060127112249 ACCESSION NUMBER: 0000019520-06-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060126 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANFORD PHILIP H CENTRAL INDEX KEY: 0001156140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05905 FILM NUMBER: 06555817 BUSINESS ADDRESS: BUSINESS PHONE: 4238212037 MAIL ADDRESS: STREET 1: C/O CHATTEM INC STREET 2: 1715 WEST 38TH STREET CITY: CHATTANOOGA STATE: TN ZIP: 37409 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHATTEM INC CENTRAL INDEX KEY: 0000019520 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 620156300 STATE OF INCORPORATION: TN FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 BUSINESS PHONE: 4238214571 MAIL ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 FORMER COMPANY: FORMER CONFORMED NAME: CHATTEM DRUG & CHEMICAL CO DATE OF NAME CHANGE: 19790111 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-01-26 0 0000019520 CHATTEM INC CHTT 0001156140 SANFORD PHILIP H 78 LINDBERGH DR. #80 ATLANTA GA 30305 1 0 0 0 Common Stock 2006-01-26 4 A 0 26 A 29090 D 1999 Stock Option (right to buy) 4.66 2002-04-18 2011-04-18 Common Stock 2000 2000 D 1999 Stock Option (right to buy) 13.55 2003-04-17 2012-04-17 Common Stock 4000 4000 D 1999 Stock Option (right to buy) 15.01 2004-04-16 2013-04-16 Common Stock 2000 2000 D 1999 Stock Option (right to buy) 27.25 2005-04-14 2014-04-14 Common Stock 2000 2000 D 1999 Stock Option (right to buy) 43.78 2006-04-13 2015-04-13 Common Stock 2000 2000 D Long Puts (right to sell) 38.9315 2006-07-26 2006-07-26 Common Stock 12000 12000 D Short Call (obligation to sell) 53.2217 2006-07-26 2006-07-26 Common Stock 12000 12000 D At the election of the reporting person, these shares were issued to the reporting person under the 1999 Stock Option Plan for Non-Employee directors in lieu of cash director fees. Options vest in four equal annual installments beginning on the first exercise date. The reporting person entered into a zero-cost collar arrangement pursuant to which he wrote a covered call option and purchased a put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised, and the other option will expire. If neither option is in the money on the expiration date, both options will expire. By: Theodore K. Whitfield, Jr. For: Philip H. Sanford 2006-01-27 EX-24 2 sanford06.txt EDGAR SUPPORTING DOCUMENT This Instrument Prepared by: MILLER & MARTIN, PLLC 1000 Volunteer Building 832 Georgia Avenue Chattanooga, TN 37402-2289 LIMITED POWER OF ATTORNEY I, PHILIP H. SANFORD, of Chattanooga, Tennessee, hereby appoint Robert E. Bosworth of Lookout Mountain, Tennessee, Hugh F. Sharber of Chattanooga, Tennessee or Theodore K. Whitfield, Jr. of Signal Mountain, Tennessee as my Attorney-in-Fact for the limited purposes specified herein. My Attorney-in-Fact shall have discretionary authority: A. To execute and file any Form 144, Form 4, Form 5, or any successor forms required to be filed with the B. Securities and Exchange Commission on my behalf. To file this Limited Power of Attorney with the Securities and Exchange Commission. A copy, which is certified by a notary public as a true copy of this instrument, shall be considered to have the same effect as the original. No party dealing with my AttorneyinFact shall be required to determine the validity of this instrument or any other document executed by my AttorneyinFact or to ascertain whether this instrument has been revoked. Any party shall be entitled to assume that this instrument has not been revoked unless such party has actual notice, either oral or written, of my death or has written notice that it has been revoked. This instrument shall be construed liberally in favor of conferring authority upon my AttorneyinFact but shall not be deemed to require the exercise of the discretion given by it. This instrument shall be governed by the laws of Tennessee. This instrument shall take effect immediately and shall not be revoked if I should become physically or mentally disabled. I reserve the right to amend or revoke this Limited Power of Attorney at any time I am not disabled and for any reason or no reason. This 9th day of September, 2005. /s/ Philip H. Sanford PHILIP H. SANFORD STATE OF TENNESSEE COUNTY OF HAMILTON Personally appeared before me, Pamela D. Blevins, Notary Public, PHILIP H. SANFORD, with whom I am personally acquainted, and who acknowledged that he executed the within instrument for the purposes therein contained. I declare under penalty of perjury that the person whose name is subscribed to this instrument appears to be of sound mind and under no duress, fraud or undue influence. WITNESS my hand, at office, this 9th day of September, 2005. Pamela D. Blevins NOTARY PUBLIC My Commission Expires: 10-06-07 -----END PRIVACY-ENHANCED MESSAGE-----