SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May
1,
2006
|
THE
FEMALE HEALTH COMPANY
|
|
(Exact
name of registrant as specified in its charter)
|
|
Wisconsin
|
|
(State
or other jurisdiction of
incorporation)
|
|
1-13602
|
|
39-1144397
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer I.D. Number)
|
|
515
North State Street, Suite 2225
Chicago,
Illinois
|
|
60610
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
312-595-9123
|
|
(Registrant's
telephone number, including area code)
|
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):
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))
Section
1 - Registrant's Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
Effective
May 1, 2006, the Compensation Committee of the Board of Directors of The Female
Health Company (the "Corporation") approved a grant of 300,000 shares of
restricted stock to O.B. Parrish, the Corporation's Chairman and Chief Executive
Officer. The shares of restricted stock vest over a two year period with 150,000
shares vesting one year after the grant date and the remaining 150,000 shares
vesting two years after the grant date. All of the shares immediately vest
upon
approval of the sale of the Corporation by the Corporation's shareholders or
in
the event of a change in control (a private or public sale/purchase of a
controlling interest in the Corporation) of the Corporation. Additionally,
in
the event Mr. Parrish voluntarily terminates his employment with the Corporation
or is terminated by the Corporation for cause, any shares of the restricted
stock that are not vested at the time of the termination of employment shall
be
forfeited by Mr. Parrish. If Mr. Parrish's employment with the Corporation
is terminated by the Corporation without cause, then all of the shares of
restricted stock shall immediately become vested.
Section
5 - Corporate Governance and Management
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Effective
May 1, 2006, the Corporation's Compensation Committee, in addition to his duties
as the Chairman and Chief Executive Officer of the Corporation, appointed Mr.
Parrish as the Corporation's Chief Operating Officer.
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.
THE
FEMALE HEALTH
COMPANY
Date:
May
5, 2006
BY /s/
Donna
Felch
Donna
Felch,
Vice President and
Chief
Financial Officer
3