UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT ~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~December 14, 2007~~ Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported) July 8, 2008

~~BENTLEY~~Bentley ~~PHARMACEUTICALS~~Pharmaceuticals, ~~INC~~Inc.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware (State or ~~Other~~other ~~Jurisdiction~~jurisdiction of ~~Incorporation~~incorporation) 1-10581 (Commission File No.) 59-1513162 (I.R.S. Employer Identification Number)

1-10581		59-1513162
(Commission File Number)		(I.R.S. Employer Identification No.)
Bentley Park
2 Holland Way
Exeter, New Hampshire		03833
(Address of Principal Executive Offices)		(Zip Code)


Bentley Park 2 Holland Way Exeter, New Hampshire (Address of principal executive office)		03833 (Zip Code)

~~(603) 658-6100 (~~Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code (603) 658-6100

~~Not~~No ~~Applicable (Former~~change ~~Name~~since orlast ~~Former Address, if Changed Since Last Report)~~report

(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:

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))


o		Soliciting material pursuant to Rule 14a-12 under the Securities 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))

TABLE OF CONTENTS

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


	Item 3.01 Notice of Delisting or failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release, dated July 8, 2008

Item 53.~~02. Departure~~01 Notice of ~~Directors~~Delisting or ~~Certain~~failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ~~of Certain~~Rule ~~Officers~~or Standard; ~~Compensatory Arrangements~~ Transfer of ~~Certain Officers~~Listing.

~~The~~In ~~Compensation~~connection ~~Committee~~with of the ~~Board~~anticipated ofmerger ~~Directors~~with ofTeva ~~Bentley~~Pharmaceutical ~~Pharmaceuticals,~~Industries ~~Inc~~Ltd. ~~has~~(“Teva”), ~~taken~~the ~~actions~~Company tohas ~~provide~~notified ~~retention~~the ~~incentives~~New ~~and~~York ~~additional~~Stock ~~compensation~~Exchange ~~for~~(“NYSE”) ~~two~~of its intent to withdraw the listing of its common stock, par value $0.02 per share, (the “Common Stock”) on the NYSE. After the merger ~~executives~~is completed, ~~including~~the ~~actions~~Company will request that ~~have~~the ~~resulted~~NYSE infile a ~~new~~notification ~~retention~~of ~~agreement~~removal ~~for~~from ~~Adolfo~~listing ~~Herrera,~~on Form 25 with the ~~Managing~~Securities ~~Director~~and ofExchange ~~Bentley’s~~Commission ~~European~~(the ~~subsidiaries~~“Commission”) with respect to the Common Stock. In addition, the Company will file with the Commission a certification and ~~payment~~notice of termination ~~additional~~on ~~compensation~~Form 15 with respect to ~~Richard~~ ~~Lindsay~~the Common Stock, ~~Bentley’s~~requesting ~~Chief~~that ~~Financial~~the ~~Officer,~~Common inStock ~~light~~(and ofthe associated ~~Bentley’s~~Series A ~~corporate~~Junior ~~performance~~Participating ~~and~~Preferred Stock purchase rights) be deregistered under ~~his~~Section ~~individual~~12(b) ~~efforts~~of ~~preparing~~the ~~for~~Exchange Act of 1934, as amended (the ~~previously~~“Exchange ~~proposed~~Act”) ~~spin-off~~and ~~transaction~~that ~~for~~the ~~Bentley’s~~reporting ~~drug~~obligations ~~delivery~~of ~~business~~the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

On ~~December~~July 178, ~~2007,~~2008 Laboratorios Belmac S.A. (“Belmac”), a wholly owned subsidiary of Bentley, entered into a letter agreement with Mr. Herrera pursuant to which Mr. Herrera is entitled to a retention bonus, severance protection and equity vesting acceleration in the ~~event~~Company ~~that~~issued ~~Belmac experiences~~ a ~~change~~press inrelease ~~control~~announcing ~~(as~~its ~~defined~~notification ~~in the letter agreement) prior~~ to ~~December 31, 2008. Pursuant to~~ the ~~terms~~NYSE of ~~the letter agreement, provided he remains continuously employed by Belmac~~ or its ~~affiliate~~intention orto ~~successor~~delist ~~through~~its ~~December 31,~~common ~~2008, Mr~~stock. ~~Herrera~~ ~~will~~A becopy ~~entitled to receive a payment equal to 150%~~ of the ~~sum~~press ofrelease ~~(i) his~~is ~~base~~attached ~~annual~~hereto ~~salary then in effect, (ii) his actual bonus for the prior year, and (iii) the value of his then-leased car (the “Base Amount”), with such payment to be made~~ as ~~soon as practicable following December 31, 2008, but in no event later than~~ ~~January~~Exhibit ~~31, 2009~~99.1 ~~If,~~and ~~following a change of control occurring prior to December 31, 2008, Mr. Herrera’s employment with Belmac, its affiliate or successor~~ is ~~terminated~~incorporated byherein ~~Belmac without cause or~~ by ~~means of a disciplinary or objective dismissal that is declared unjustified or void by the Spanish Labor Courts, or by Mr~~reference. ~~Herrera for good reason (as each is defined in the letter~~ agreement) or based on any negligent and material breach by Belmac, in each case after notification of the final decision of the Spanish Labor Courts, Mr. Herrera will be entitled to receive a payment equal to 150% of the Base Amount as soon as practicable, but in no event later than one month following such notification.

~~Following a change in control, in the event that Mr.~~Item Herrera’s employment with Belmac or its affiliate or successor is terminated by Belmac without cause, by means of a disciplinary or objective dismissal that is declared unjustified by the Spanish Labor Courts, or by Mr9. ~~Herrera~~01 Financial ~~for good~~Statements ~~reason or based on any negligent~~ and ~~material breach by Belmac, Mr~~Exhibits. ~~Herrera will be entitled~~ to a severance payment in an amount equal to 45 days of his annual salary (as defined under Spanish Labor Law) for each of his years of service with Belmac, up to a maximum of 42 months’ salary, net of any related taxes (the “Termination Severance”). If such termination occurs prior to the second anniversary of a change in control, Mr. Herrera will also be entitled to receive an amount equal to the product of two times the Base Amount multiplied by a fraction, the numerator of which is the number of whole months remaining between the date of termination and the second anniversary of the change in control, and the denominator of which is 24. In addition, upon a change of control, subject to the approval of Bentley’s Board of Directors, all outstanding stock options, restricted stock and other equity awards held by Mr. Herrera relating to the stock of Bentley shall become immediately vested and exercisable and/or all forfeiture restrictions on such awards shall immediately lapse, as applicable.

~~The letter agreement will remain in effect until the second anniversary of a change in control~~Exhibits of Belmac; provided that if no change in control occurs prior to January 1, 2009, the letter agreement will terminate on that date except for provisions relating to the Termination Severance, which survive the termination of the letter agreement.

~~On December 14, 2007, the Bentley Compensation Committee approved a $10,000 increase in the monthly base salary of Mr~~99. ~~Lindsay from $21,250 to $31,250, retroactive to September~~ 1, ~~2007.~~Press ~~The Compensation Committee also approved payment of $118~~release,~~000~~ todated ~~Mr. Lindsay~~July ~~for his annual cash incentive bonus for the 2007 year based on the achievement of his personal objectives for the year and the projected achievement of corporate goals for total shareholder return~~8, ~~free cash flow and total earnings per share~~2008.

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.

Date: December 20, 2007	By:	/s/ Richard P. Lindsay
		Richard P. Lindsay
		Vice President and Chief Financial Officer


	BENTLEY PHARMACEUTICALS, INC.
	By:	/s/ Richard P. Lindsay
		Richard P. Lindsay
		Vice President and Chief Financial Officer

Date: July 8, 2008

BENTLEY PHARMACEUTICALS, INC
CURRENT REPORT ON FORM 8-K
Report Dated July 8, 2008
EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release, dated July 8, 2008.

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