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): April 6, 2015

LANTHEUS MEDICAL IMAGING, INC.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	333-169785	 	51-0396366	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
331 Treble Cove Road, North Billerica, MA 01862
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (978) 671-8001
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 (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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	
On April 6, 2015, Lantheus Holdings, Inc., the ultimate parent company of Lantheus Medical Imaging, Inc., amended the Lantheus Holdings, Inc. 2013 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares authorized for issuance under the Plan to 3,700,000. A copy of Amendment to the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 9.01.	Financial Statements and Exhibits.	
(d) Exhibits

Exhibit
No.	  	Description	
 	 	
10.1	  	Amendment to the Lantheus Holdings, Inc. 2013 Equity Incentive Plan.	

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.

LANTHEUS MEDICAL IMAGING, INC.	
 	 	
By:	 	/s/ Michael P. Duffy	
Name:	 	Michael P. Duffy	
Title:	 	Vice President and General Counsel	
Date: April 10, 2015

EXHIBIT INDEX

Exhibit
No.	  	Description	
 	 	
10.1	  	Amendment to the Lantheus Holdings, Inc. 2013 Equity Incentive Plan.	

Exhibit 10.1
AMENDMENT
TO
LANTHEUS HOLDINGS, INC.
2013 EQUITY INCENTIVE PLAN
This AMENDMENT (this “Amendment”) to that certain Lantheus Holdings, Inc. (formerly known as “Lantheus MI Holdings, Inc.”) 2013 Equity Incentive Plan, as in effect from time to time (the “ Plan ”), is dated as of April 6, 2015.
WHEREAS, pursuant to Section 16 of the Plan, the Board desires to amend Section 4 of the Plan to increase the maximum number of Shares that may be issued pursuant to Awards under the Plan;
NOW THEREFORE, it is hereby acknowledged and agreed that:
1. Defined Terms. Capitalized terms used herein, but not otherwise defined herein, have the respective meanings ascribed to them in the Plan.
2. Amendment. Section 4(a) of the Plan shall be, and is, hereby amended and restated in its entirety as follows:
“a. Basic Limitation. Subject to the following provisions of this Section 4 and Section 13, the maximum number of Shares that may be issued pursuant to Awards under the Plan is 3,700,000 (three million seven hundred thousand) Shares. Shares may only be authorized but unissued Shares and may not be treasury Shares. Where an Award is granted in tandem, the number of Shares charged against the Basic Limitation shall be the maximum number of Shares that may be issued pursuant to the Award.”
3. Reference to and Effect on the Plan. Except as specifically amended hereby, the Plan shall remain in full force and effect and otherwise unmodified. All references in the Plan to the “Plan” shall mean the Plan as amended hereby.
4. Effectiveness. This Amendment is effective as of the date first written above.