SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 17, 2002
PHARMACIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-2516 43-0420020
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Route 206 North, Peapack, New Jersey 07977
(Address of Principal Executive Office) (Zip Code)
908-901-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 18, 2002, the Board of Directors authorized certain
amendments to the Pharmacia executive officer employment agreements to eliminate
any noncompete restrictions imposed on the executive upon termination within two
years of a change in control. On December 17, 2002, the Pharmacia Board of
Directors approved further amendments to twenty of the Pharmacia executive
officer employment agreements to confirm and clarify the Board's decision at its
meeting on June 18, 2002 that it intended to waive any potential forfeiture of
compensation or benefits in the event of competition after a termination within
two years after a change in control as well as waive the direct noncompete
provisions of the employment agreements as well as any other plans or agreements
covering the executives which contain noncompete provisions.
On December 17, 2002, the Board also approved, consistent with the
other executive officer employment agreements and its June 18th resolution, an
amendment to the Chief Executive Officer's employment agreement with Pharmacia
to provide that if he is terminated within two years following a change in
control, the noncompete provisions in the employment agreement or any other
plans or agreements cease to apply including any potential forfeiture of
compensation or benefits in the event of competition after a change in control.
Mr. Hassan's employment agreement with Pfizer, which was executed on
July 13, 2002 and filed with the SEC, provides he will be subject to a
noncompete provision during his term with Pfizer and for one year thereafter if
he assumes his duties as Vice-Chairman of Pfizer following the effective date of
the merger of Pfizer and Pharmacia.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement dated December 17, 2002
between Fred Hassan and Pharmacia Corporation (filed herewith).
10.2 Amended and Restated Employment Agreement dated December 17, 2002
between Carrie S. Cox and Pharmacia Corporation (filed herewith).
10.3 Amended and Restated Employment Agreement dated December 17, 2002
between Timothy G. Rothwell and Pharmacia Corporation (filed
herewith).
10.4 Amended and Restated Employment Agreement dated December 17, 2002
between Dr. Goran Ando and Pharmacia Corporation (filed herewith).
10.5 Amended and Restated Employment Agreement dated December 17, 2002
between Dr. Philip Needleman and Pharmacia Corporation (filed
herewith).
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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.
PHARMACIA CORPORATION
Date: December 20, 2002 By: /s/ Don W. Schmitz
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Don W. Schmitz
Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement dated December 17, 2002
between Fred Hassan and Pharmacia Corporation (filed herewith).
10.2 Amended and Restated Employment Agreement dated December 17, 2002
between Carrie S. Cox and Pharmacia Corporation (filed herewith).
10.3 Amended and Restated Employment Agreement dated December 17, 2002
between Timothy G. Rothwell and Pharmacia Corporation (filed
herewith).
10.4 Amended and Restated Employment Agreement dated December 17, 2002
between Dr. Goran Ando and Pharmacia Corporation (filed herewith).
10.5 Amended and Restated Employment Agreement dated December 17, 2002
between Dr. Philip Needleman and Pharmacia Corporation (filed
herewith).
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