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~~THE ofSECURITIES ~~report~~EXCHANGE ~~(Date~~ACT ~~of earliest~~OF ~~event~~1934 ~~reported): February 19, 2010~~

~~FRESENIUS~~Date ~~KABI PHARMACEUTICALS~~of ~~HOLDING~~report (Date of earliest event reported): March 11, ~~INC.~~2010

FRESENIUS KABI PHARMACEUTICAL HOLDINGS, 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) (Zip Code)

~~61352~~Registrant’s ~~Bad~~telephone ~~Homburg~~number, ~~v.d.H.~~including area code: +49 (6172) 608 0

~~Germany~~N/A

(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:

¨	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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Appointment~~On March 11, 2010, Fresenius Kabi Pharmaceutical Holdings, Inc. (the “Company”) entered into a Third Amendment to the Credit Agreement (the “Third Amendment”) together with its parent company, Fresenius SE (“Fresenius”), the subsidiaries of ~~John~~Fresenius ~~Ducker~~listed as guarantors on the signature pages to the Credit Agreement, the lenders listed on the signature pages to the Credit Agreement and Deutsche Bank AG, London Branch, as administrative agent. The Third Amendment amends the Company’s credit agreement, entered into by the parties thereto, dated as of August 20, 2008 (as amended, the “Credit Agreement”). The Third Amendment replaces the Company’s Term Loan B2 of $409.2 million and Term Loan B1 (comprised of loans payable of €164.5 million and $586.4 million) with a lower interest bearing Term Loan C, consisting of the Company’s Term Loan C2 of $409.2 million and Term Loan C1 (comprised of loans payable of €164.5 million and $586.4 million). Other amendments to the Credit Agreement contained in the Third Amendment relate to the financial covenants, which are measured at the consolidated Fresenius level. The above description of the Third Amendment does not purport to be a complete statement of the parties’ rights and obligations under the Credit Agreement, as amended by the Third Amendment. The above description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference

OnItem ~~February 19, 2010, the Board of Directors of Fresenius Kabi Pharmaceuticals Holding, Inc~~9.,01 ~~(the~~Financial ~~“Company”)~~Statements ~~approved the employment agreement for John Ducker. Mr. Ducker was previously appointed by the Board on January 1, 2010 as the President~~ and ~~Chief Executive Officer of the Company~~Exhibits.

The term of Mr. Ducker’s employment agreement commenced January 1, 2010 and will continue through December 31, 2014, unless sooner terminated pursuant the provisions therein. Under the terms of Mr. Ducker’s employment agreement, he will receive an annual base salary of $600,000, subject to annual review by the Company’s board of directors, and will be eligible for an annual bonus of up to $500,000 based upon achievement of certain Company targets for net income excluding interest and tax expense. The agreement also provides that Mr. Ducker will (id) ~~receive~~ an automobile lease allowance of $1,500 per month, (ii) receive a housing allowance of $6,000 per month, such amount to be paid on a fully grossed-up tax basis, (iii) be reimbursed for reasonable relocation costs and expenses, (iv) be entitled for himself and his family either (y) one return flight to/from Europe in business class or (z) two return flights to/from Europe in economy class for each calendar year of his employment, and (v) receive private school tuition reimbursement for his children on a fully grossed-up tax basis. Exhibits

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-competition covenant that will last until the end of the term regardless of whether Mr. Ducker is still employed by the Company.


Exhibit		Description

10.1		Third Amendment to Credit Agreement, dated March 11, 2010, by and among Fresenius, the subsidiaries of Fresenius listed as guarantors on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, as lenders, and Deutsche Bank AG, London Branch, as administrative agent.

No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Ducker and any of the other Company’s directors or executive officers.

SIGNATURES

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.

	FRESENIUS KABI PHARMACEUTICALS HOLDING, INC.
	FRESENIUS KABI PHARMACEUTICAL HOLDINGS, INC.
Date: February 25, 2010	By:	/s/ RICHARD J. TAJAK
Date: May 7, 2010	By:	/S/ RICHARD J. TAJAK
		Richard J. Tajak
		Chief Financial Officer

Index to Exhibits


Exhibit		Description

10.1		Third Amendment to Credit Agreement, dated March 11, 2010, by and among Fresenius, the subsidiaries of Fresenius listed as guarantors on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, as lenders, and Deutsche Bank AG, London Branch, as administrative agent.

Filing Compare · Fresenius Kabi Pharmaceuticals Holding, Inc.