8-K 1 form8k.htm SEC FORM 8-K DIRECTOR COMP 09.15.10 form8k.htm




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 – September 15, 2010
 
(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 


 
 

 

 Item 8.01
Other Events

On September 15, 2010, the Board of Directors of Columbia Laboratories, Inc. (the “Company”) took the following actions relating to the organization of the Board and compensation of Directors.

First, the Board appointed the following Directors to the Committees of the Board, each to serve until his or her successor shall be elected and qualified:

Audit Committee
Edward A. Blechschmidt, Chair
Valerie L. Andrews
Stephen G. Kasnet
 
Nominating and Corporate
Governance Committee
Stephen G. Kasnet, Chair
Valerie L. Andrews
Edward A. Blechschmidt
 
Compensation Committee
Valerie L. Andrews, Chair
Edward A. Blechschmidt
Cristina Csimma, PharmD

All of the members of the Committees have been determined by the Board to be independent within the meaning of applicable NASDAQ Marketplace Rules, and the Board has identified Mr. Blechschmidt as an “audit committee financial expert” as that term is defined in applicable regulations of the SEC.

Second, the Board appointed Cristina Csimma, PharmD, as Lead Scientific Director to facilitate the Board’s review of Company projects and programs by independent scientific experts.

Finally, the Board established the following compensation and reimbursement practices for non-employee directors, effective October 1, 2010, and will no longer pay fees based upon meeting attendance.
                 
Annual Director Retainer
 
$
30,000
     
                 
Additional Annual Retainer, Board Chair
 
$
30,000
     
                 
Additional Annual Retainer, Committee Chair
 
$
15,000
   
(1)
                 
Additional Annual Retainer, Lead Scientific Director
 
$
15,000
     
                 
Value of Restricted Stock Granted upon Election at Annual Meeting
 
$
30,000
   
(2)
   
                 
Reimbursement for Expenses Attendant to Board Membership
 
Yes
       
             

(1)
 
A Board Chair who also serves as a Committee Chair does not receive the Committee Chair retainer.
(2)
 
Consists of a grant of the number of shares of Restricted Stock under the Company’s Long-Term Performance Plan determined by dividing $30,000 by the Fair Market Value of the Company’s Common Stock on the NASDAQ Global Market on the date of grant. The shares vest at the next annual meeting of stockholders.




 
 

 

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:  September 20, 2010
 

 
COLUMBIA LABORATORIES, INC.
 
 
By: /S/ Michael McGrane
 
Michael McGrane
 
Senior Vice President, General
 
Counsel, and Secretary