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

Date of report (Date of earliest event reported): ~~December 1~~February 19, ~~2009~~2010

FRESENIUS KABI PHARMACEUTICALS HOLDING, INC.

HOLDING, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware	001-34172	98-0589183
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Else-Kroener-Strasse 1

61352 Bad Homburg v.d.H.

Germany

(Address of principal executive offices)

+49 (6172) 608 0

Registrant’s telephone number, including area code:

NOT APPLICABLE

(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))

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Tom Silberg

Fresenius Kabi Pharmaceuticals Holding, Inc. (the “Company”), the parent company of APP Pharmaceuticals, Inc. (“APP”), announced today that Thomas H. Silberg, president and chief executive officer of APP, will retire effective December 31, 2009 (the “Separation Date”). He will remain in his current position until December 31, 2009 and thereafter he will act as a consultant to APP through December 31, 2010 as part of a transition plan.

Pursuant to a Separation Agreement entered into between Mr. Silberg and APP on December 1, 2009 (the “Separation Agreement”), on the Separation Date Mr. Silberg will receive an amount equal to (a) (i) two times his then current base salary, or $1,200,000 and (ii) a bonus of $400,000, in each case payable in equal installments over the 24 month period subsequent to the Separation Date, (b) continued health benefits through December 31, 2011 on terms no less favorable than the terms in effect on the Separation Date and (c) an automobile lease allowance through December 31, 2011 in an amount not to exceed $1,500 per month. APP’s obligations under the Separation Agreement are conditioned upon Mr. Silberg’s execution and non-revocation of a release of claims. Stock options held by Mr. Silberg in Fresenius SE shall remain outstanding and exercisable in accordance with the terms of the Fresenius SE Stock Option Plan 2008.

Pursuant to a Consulting Agreement entered into between Mr. Silberg and APP on December 1, 2009 (the “Consulting Agreement”), Mr. Silberg will provide APP with consulting services in order to ensure a smooth transition of the operational business of APP to a new chief executive officer from the day after the Separation Date through January 1, 2011. In return for such services, APP will pay Mr. Silberg a retainer fee of $20,000 and a fee of $1,500 for each full day of consulting services provided by Mr. Silberg at APP’s headquarters or any other location that requires Mr. Silberg to travel. The parties anticipate this additional fee will be approximately $20,000 over the course of the one-year term of the Consulting Agreement.

Appointment of John Ducker

~~Simultaneous~~On ~~with~~February 19, ~~the announcement above~~2010, the ~~Company~~Board ~~announced that John Ducker, a member~~ of ~~the~~Directors ~~management board~~ of Fresenius Kabi AGPharmaceuticals Holding, Inc., (the “Company’s”) ~~parent~~approved ~~company,~~the employment ~~was~~agreement ~~named~~for byJohn ~~the~~Ducker. ~~board~~Mr. Ducker aswas ~~chief~~previously ~~executive~~appointed ~~officer~~by tothe ~~succeed~~Board ~~Mr.~~on ~~Silberg, effective~~ January 1, 2010. ~~The~~as ~~terms of Mr. Ducker’s employment will be subject to~~ the ~~negotiation~~President ~~of an employment contract~~ and ~~will~~Chief beExecutive ~~announced~~Officer inof athe ~~subsequent filing once finalized~~Company.

~~John~~The term of Mr. Ducker’s employment agreement commenced January 1, 492010 and will continue through December 31, a2014, unless ~~member~~sooner ofterminated pursuant the ~~management~~provisions ~~board~~therein. ofUnder ~~Fresenius~~the ~~Kabi~~terms AGof ~~since~~Mr. Ducker’s ~~2006~~employment isagreement, ~~currently~~he ~~responsible~~will ~~for~~receive ~~the~~an ~~Fresenius~~annual ~~Kabi~~base ~~Innovation~~salary ~~Centre~~of $600,000, ~~where~~subject heto ~~manages~~annual review by the ~~worldwide~~Company’s ~~research~~board ~~and~~of ~~development~~directors, and ~~strategic~~will be ~~marketing~~eligible ~~activities~~for an annual bonus of ~~the~~up ~~Fresenius~~to ~~Kabi~~$500,000 ~~organization.~~based ~~Prior~~upon toachievement ~~2006~~of ~~Mr.~~certain ~~Ducker~~Company ~~managed~~targets ~~various~~for ~~countries~~net ~~and~~income ~~regions~~excluding ~~within the~~interest ~~Fresenius~~and ~~Kabi~~tax ~~organization~~expense. InThe ~~this~~agreement ~~capacity~~also provides that Mr. Ducker ~~was~~will ~~responsible~~(i) receive ~~for~~an ~~the~~automobile ~~Fresenius~~lease allowance ~~Kabi~~of ~~businesses~~$1,500 inper UKmonth, ~~Ireland~~(ii) receive a housing allowance of $6,000 ~~Scandinavia~~per month, ~~Benelux~~such amount to be paid on a fully grossed-up tax basis, ~~Canada~~(iii) be ~~and~~reimbursed ~~South~~for ~~Africa.~~reasonable ~~Mr.~~relocation ~~Ducker~~costs ~~joined~~and ~~the~~expenses, ~~Fresenius~~(iv) be SEentitled ~~group~~for himself inand ~~1989~~his asfamily ~~plant~~either ~~manager~~(y) one return flight to/from Europe in ~~the~~business ~~United~~class ~~Kingdom.~~or ~~Mr.~~(z) two ~~Ducker~~return ~~holds~~flights ato/from ~~first~~Europe in economy class ~~Bachelor’s~~for each calendar year of his employment, and a(v) receive ~~Master’s~~private ~~degree~~school intuition reimbursement ~~chemical~~for ~~engineering~~his ~~from~~children ~~Cambridge~~on ~~University~~a fully grossed-up tax basis.

~~Forward~~In the event that Mr. Ducker’s employment is terminated (i) by the Company without “Cause,” or (ii) by him for “Good Reason,” then Mr. Ducker will be entitled to receive (in addition to his base salary up to the termination date and post termination benefits under Company benefit plans) his base salary, bonus, (equal to the bonus paid in the year preceding the date of termination), automobile lease allowance, housing allowance, relocation expenses, air travel, and private school tuition reimbursement through December 31, 2014. In addition, Mr. Ducker shall be subject to a standard confidentiality covenant and a non-~~Looking~~competition ~~Statements~~covenant that will last until the end of the term regardless of whether Mr. Ducker is still employed by the Company.

~~This~~No ~~Current Report on Form 8-K contains forward-looking statements that are subject to risks and uncertainties. These statements are indicated by words such as~~ “~~expect~~family relationship,” ~~“estimate” or similar expressions. In particular, this Current Report on Form 8-K contains forward-looking statements. These statements are based upon information available to management~~ as ofthat ~~the~~term ~~date~~is ~~hereof.~~defined ~~Actual~~in ~~results~~Item 401(d) ~~may differ materially from the anticipated results because~~ of ~~certain~~Regulation ~~risks and uncertainties. Additional relevant information concerning risks can be found in the Fresenius Kabi Pharmaceuticals Holding, Inc. 10~~S-K ~~for the fiscal year ending December 31~~, ~~2008 and other documents the company has filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements~~exists toamong ~~reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law~~Mr. Ducker ~~All subsequent written~~ and ~~oral~~any ~~forward-looking statements attributable to the Company or persons acting on behalf~~ of the other Company’s ~~are~~directors ~~expressly~~or ~~qualified~~executive ~~in their entirety by such cautionary statements~~officers.

~~Item~~SIGNATURES ~~9.01 Financial Statements and Exhibits~~

The following exhibits are furnished with this report:

Exhibit No.		Description
10.1 10.2 99.1		Separation Agreement, dated as of December 1, 2009, between Thomas Silberg and APP Pharmaceuticals, Inc. Consulting Agreement, dated as of December 1, 2009, between Thomas Silberg and APP Pharmaceuticals, Inc. Press Release dated December 2, 2009.

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.

Exhibit Index

10.1 10.2 99.1 Separation Agreement, dated as of December 1, 2009, between Thomas Silberg and APP Pharmaceuticals, Inc. Consulting Agreement, dated as of December 1, 2009, between Thomas Silberg and APP Pharmaceuticals, Inc. Press Release dated December 2, 2009.

FRESENIUS KABI PHARMACEUTICAL HOLDINGS, INC.

FRESENIUS KABI PHARMACEUTICALS HOLDING, INC.

Date: December 2, 2009

/s/ Richard J. Tajak

Date: February 25, 2010

/s/ RICHARD J. TAJAK

Richard J. Tajak

~~Richard J. Tajak~~

Chief Financial Officer

~~Chief Financial Officer~~

Filing Compare · Fresenius Kabi Pharmaceuticals Holding, Inc.