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): ~~June~~February 74, ~~2007~~2008

Adams Respiratory Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51445	75-2725552
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)

~~(Address~~ 4 ofMill ~~principal~~Ridge ~~executive~~Lane, ~~offices)~~Chester, ~~(Zip~~New ~~Code)~~Jersey 07930

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (908) 879-1400

~~(Former name or former address, if changed since last report)~~N/A

(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):


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~~Introductory ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of~~Note ~~Certain Officers; Compensatory Arrangements of Certain Officers.~~

As previously disclosed, on December 10, 2007, Adams Respiratory Therapeutics, Inc. (e“Adams”) ~~Change~~ entered ininto ~~Control~~an ~~Agreements~~Agreement and Plan of Merger (the “Merger Agreement”) with ~~Executive~~Reckitt ~~Officers~~Benckiser Group plc (“Reckitt Benckiser”) and Reckitt Benckiser’s indirect, wholly owned subsidiary, Twickenham Inc. (“Purchaser”), pursuant to which Purchaser merged with and into Adams (the “Merger”). The Merger was effected as of 5:00 p.m., Eastern Standard Time, on January 29, 2008 (the “Effective Time”).

OnItem ~~June 7, 2007, the Board of Directors of Adams Respiratory Therapeutics, Inc~~1. ~~(the “Company”) approved and authorized the Company to enter into Change in Control Agreements (the “Change in Control Agreements”) with Helmut H~~02. ~~Albrecht,~~Termination ~~M.D.,~~of Senior Vice President, Research and Development, Robert D. Casale, Chief Operating Officer, Rita M. O’Connor, Chief Financial Officer and Treasurer, Walter E. Riehemann, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, John S. Thievon, Executive Vice President, Sales and Business Development, and Peter D. Wentworth, Executive Vice President, Human Resources (each, an “Executive”). The Change in Control Agreements provide severance payments and benefits to the Executive if his or her employment is terminated without Cause or the Executive resigns for Good Reason (as such terms are defined in the Change in Control Agreements) within two years after a ~~change~~Material inDefinitive ~~control of the Company~~Agreement.

~~The~~On ~~severance~~January 29, ~~payments~~2008, ~~and~~Adams ~~benefits~~terminated tothe be$50,000,000 ~~paid~~Senior toRevolving ~~the~~Credit ~~Executives~~Agreement, ~~under~~dated ~~the terms~~ as of ~~the Change~~September 26, in2006, ~~Control~~among ~~Agreements~~Adams, ~~include a pro rata target annual bonus for~~ the ~~year~~Initial ~~of termination~~Lenders and aInitial ~~severance~~Issuing ~~payment~~Bank ~~equal~~Named ~~to the Executive’s then-current annual base~~therein, ~~salary~~Royal ~~plus~~Bank ~~the~~of ~~average~~Canada ~~annual~~and ~~incentive~~Wachovia ~~bonus received by the Executive in the two years preceding the year in which the termination occurs~~Bank, ~~or,~~N.A. if(originally ~~the~~filed ~~Executive~~as ~~was not eligible for a bonus during such time, the Executive’s target annual bonus for the year of termination~~Exhibit 10.27 ~~In addition, if the Executive elects~~ to ~~continue~~Adams’ ~~group health benefits under~~Annual ~~COBRA,~~Report ~~then~~on ~~during~~Form ~~the~~10-K ~~period~~filed ~~that~~with the ~~Executive~~Securities isand ~~entitled~~Exchange toCommission ~~such coverage, the Company will pay the excess of~~ (i) the ~~COBRA cost of such coverage over (ii~~“Commission”) ~~the~~ ~~amount that the~~on ~~Executive~~September 28, ~~would~~2006) ~~have had to pay for such coverage if he or she had remained employed during such period and paid~~ (the ~~active~~“Credit ~~employee rate for such coverage~~Agreement”). ~~The~~No ~~Company’s~~material ~~obligation to~~penalties ~~provide~~were ~~health~~incurred ~~coverage will end if the Executive becomes employed~~ by ~~another~~Adams ~~employer~~as a ~~that~~result ~~provides~~of the ~~Executive with group health benefits~~termination.

~~The~~Item ~~Change~~3.01. inNotice ~~Control~~of ~~Agreements~~Delisting ~~provide that if a payment to~~ or ~~for~~Failure ~~the benefit of the Executive would be subject~~ to ~~the~~Satisfy ~~excise tax imposed by Section 4999 of the Internal Revenue Code, then the Executive will be entitled to~~ a ~~full~~Continued ~~gross-up~~Listing ~~for~~Rule ~~any~~or ~~excise tax imposed, including any income and excise taxes on such gross-up amount~~Standard; ~~provided,~~Transfer ~~however, that if the parachute value~~ of ~~the payments does not exceed 110% of the Executive’s safe harbor amount, the payments will be reduced so that the parachute value of all payments equals the safe harbor amount~~Listing. If all payments due under the Change in Control Agreement are reduced to zero and the parachute value of all payments still exceeds the safe harbor amount, then all payments will be made and a gross-up payment will be made.

~~Each~~The information disclosed in the Introductory Note is hereby incorporated by reference. Pursuant to the Merger Agreement, the Purchaser commenced a cash tender offer (the “Offer”) on December 21, 2007 to acquire all of the ~~Change~~outstanding inshares ~~Control~~of ~~Agreements~~common ~~contains~~stock ~~noncompetition~~of Adams, ~~confidentiality~~par ~~and~~value ~~employee~~$0.01 ~~nonsolicitation~~per ~~covenants~~share (the “Shares”), asat ~~well~~$60.00 asper ~~restrictions~~share, net to the selling stockholders in cash, without interest thereon and less any applicable withholding taxes. The Offer expired at midnight, New York City time, on ~~relationships~~Wednesday, ~~with~~January 23, ~~certain~~2008, at which time, based on the information ~~protected~~provided ~~customers~~by American Stock Transfer & Trust Company, ~~that~~the ~~apply~~depositary ~~during~~for the ~~two~~Offer, ~~years~~approximately 34,623,895 ~~following~~Shares were validly tendered and not withdrawn pursuant to the ~~occurrence~~Offer (including approximately 2,637,863 Shares tendered by notice of aguaranteed ~~change~~delivery) which represented inapproximately ~~control~~95.9% ~~plus~~of ~~twelve~~all ~~months~~outstanding Shares. On January 24, 2008, the Purchaser accepted for payment all Shares validly tendered and not withdrawn pursuant to the terms of the Offer.

~~The~~As ~~form~~a result of ~~Change~~the inPurchaser’s ~~Control~~acceptance ~~Agreement~~of isthe ~~attached~~Shares, ~~hereto~~Adams asno ~~Exhibit 10~~longer fulfills the numerical listing requirements of the Nasdaq Global Market (“NASDAQ”).1 Accordingly, on January 30, 2008, NASDAQ filed with the Commission a Notification of Removal from Listing and/or isRegistration under Section 12(b) of the Securities Exchange Act of ~~incorporated~~1934, ~~herein~~as byamended ~~reference~~(“the Exchange Act”), on Form 25, thereby effecting the delisting of Adams’s shares from NASDAQ and the deregistration of Adams’s shares under the Exchange Act.

~~Severance~~The ~~Pay~~foregoing ~~Plan~~description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Adams on December 10, 2007.

OnItem ~~June 7, 2007, the Board of Directors of the Company adopted the Adams Respiratory Therapeutics, Inc~~5. ~~Severance Pay Plan (the “Plan”), to be effective as of July 1, 2007~~01. ~~The~~ Plan provides transitional income to certain employees (including executive officers of the Company) who are involuntarily terminated under certain conditions. Pursuant to the terms of the Plan, upon an involuntary termination of employment, participants will receive certain severance payments and benefits based upon his or her years of service with the Company and whether his or her involuntary termination was due to job elimination (as defined in the Plan). The severance benefits may include cash severance payments, accrued vacation, prorated annual bonus, medical benefits and outplacement services. The Plan provides that there will be no duplication of payments under the Change in Control ~~Agreements~~ ~~and~~of ~~the Plan~~Registrant.

AsThe ainformation ~~condition~~disclosed toin ~~receiving payments or benefits under~~ the ~~Plan,~~Introductory aNote ~~participant must execute a release of claims~~ and ~~enter~~Item 3.01 into certain noncompetition, confidentiality and employee nonsolicitation covenants, as well as restrictions on relationships with certain protected customers, that apply for the period for which severance pay is ~~provided~~hereby ~~under~~incorporated ~~the Plan~~by reference.

AAs ~~copy~~a result of the ~~Plan~~Purchaser’s isacceptance ~~attached~~of ~~hereto~~all asoutstanding ~~Exhibit 10.2~~Shares ~~and~~of isAdams ~~incorporated~~validly ~~herein~~tendered pursuant byto the offer, there was a change in control of Adams, and Reckitt Benckiser controls ~~reference~~Adams.

The Purchaser acquired the remaining outstanding Shares of Adams by means of the Merger, as a result of which Adams became an indirect wholly owned subsidiary of Reckitt Benckiser. At the Effective Time of the Merger, each Share outstanding (except for certain Shares

held by Adams, the Purchaser or stockholders properly exercising dissenters’ rights) was converted into the right to receive $60.00 per share in cash without interest and subject to any applicable withholding taxes.

The Purchaser estimates that the maximum total amount of funds required to purchase all outstanding Shares pursuant to the Offer and the Merger will be approximately $2.3 billion, including fees and expenses. Reckitt Benckiser has available the necessary funds to complete the Offer and the Merger from its existing cash balances, cash equivalents and currently available sources of credit as previously disclosed on the Schedule TO filed by Reckitt Benckiser on December 21, 2007.


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

Pursuant to the Merger Agreement, as of the Effective Time, the former directors of Adams have resigned, and the directors of Purchaser immediately prior to the Effective Time are now the directors of Adams. The new directors of Adams are: Javed Ahmed, Elliott J. Penner, Vincent Crepy, William R. Mordan and Phil Hibbert. Certain information regarding the new directors of Adams is included in the Purchaser’s Schedule TO filed with the Commission on December 21, 2007 in connection with the Offer.


Item 5.03.		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, the certificate of incorporation and bylaws of Purchaser, as in effect immediately prior to the Effective Time, became the certificate of incorporation and bylaws of Adams. A copy of Adams’ Restated Certificate of Incorporation and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Form 8-K, respectively, and are incorporated by reference herein.


Item 8.01.		Other Events.

On January 30, 2008, Reckitt Benckiser issued a press release announcing the completion of the acquisition of Adams. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

Exhibit
3.1*		Restated Certificate of Incorporation of Adams Respiratory Therapeutics, Inc.
Number			Description
3.2*		Restated Bylaws of Adams Respiratory Therapeutics, Inc.
	10.1		Form of Change in Control Agreement
99.1*		Press release, dated January 30, 2008, of Reckitt Benckiser regarding the completion of the acquisition.
	10.2		Adams Respiratory Therapeutics, Inc. Severance Pay Plan

~~SIGNATURE~~ * Filed herewith.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly~~SIGNATURES ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~ADAMS~~ Pursuant ~~RESPIRATORY~~to ~~THERAPEUTICS~~the requirements of the Securities Exchange Act of 1934, ~~INC.~~as ~~By:~~amended, ~~/s/~~the Registrant ~~Walter~~has E.duly ~~Riehemann~~caused ~~Walter~~this E.report ~~Riehemann~~to ~~Executive~~be ~~Vice~~signed ~~President,~~on ~~General~~its ~~Counsel,~~behalf ~~Chief~~by ~~Compliance~~the ~~Officer~~undersigned ~~and~~hereunto ~~Secretary~~duly authorized.

Dated: June 13, 2007


	ADAMS RESPIRATORY THERAPEUTICS, INC. (Registrant)
Dated: February 4, 2008	By:	/s/ Rita M. O’Connor
		Rita M. O’Connor
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Form of Change in Control Agreement
	10.2	Adams Respiratory Therapeutics, Inc. Severance Pay Plan

Filing Compare · Adams Respiratory Therapeutics, Inc.