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) ~~November 30~~December 5, 2011

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

North Carolina

(State or other jurisdiction ~~of incorporation)~~

0-27570		56-1640186
(Commission File Number)		(IRS Employer ID Number)

of incorporation)

929 North Front Street, Wilmington, North Carolina 28401


0-27570		56-1640186
(Commission File Number)		(IRS Employer ID Number)

929 North Front Street, Wilmington, North Carolina		28401
(Address of principal executive offices)		(Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (910) 251-0081

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:

¨	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 2.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~November~~December 305, 2011, Pharmaceutical Product Development, Inc., a North Carolina corporation (the “Company”), ~~issued~~completed ~~a press~~its ~~release~~merger ~~announcing that, at a special meeting of shareholders of~~ (the ~~Company~~“Merger”) ~~held~~with onJaguar ~~November 30,~~Merger ~~2011~~Sub, ~~its~~Inc. (“Merger ~~shareholders~~Sub”), ~~voted~~a toNorth ~~approve~~Carolina ~~the~~corporation ~~proposal~~and toindirect ~~approve~~wholly-owned ~~the~~subsidiary ~~Agreement~~of ~~and~~Jaguar ~~Plan~~Holding ofCompany ~~Merger~~II (~~the~~ “~~Merger Agreement~~Parent”), ~~dated October 2,~~a ~~2011~~Delaware corporation, byas ~~and~~assignee ~~among~~of ~~the Company,~~ Jaguar ~~Merger~~Holding ~~Sub,~~Company ~~Inc. (“Merger Sub”)~~I, a ~~North~~Delaware ~~Carolina~~ corporation, ~~and direct wholly~~as successor-~~owned~~in-interest ~~subsidiary~~ of Jaguar Holdings, LLC (“Parent LLC”), a Delaware limited liability company that was formed by affiliates of TC Group, L.L.C. (d/b/a The Carlyle Group), which is sometimes referred to as Carlyle or The Carlyle Group, and affiliates of Hellman & Friedman LLC, which ~~provides~~is ~~for~~sometimes ~~the~~referred ~~merger~~to ~~(the~~as ~~“Merger”)~~Hellman & ofFriedman ~~Merger~~or ~~Sub~~H&F, ~~with~~pursuant ~~and~~to ~~into~~ the ~~Company.~~Agreement ~~The~~and ~~shareholders~~Plan of ~~the~~Merger, ~~Company also~~dated ~~voted~~October 2, ~~to approve~~2011, onby aand ~~non-binding~~among ~~advisory~~the ~~basis~~Company, ~~the~~Parent ~~“golden~~LLC, ~~parachute”~~and ~~compensation~~Merger Sub ~~that might be received by~~ (the ~~Company’s~~“Merger ~~named~~Agreement”). ~~executive~~As ~~officers~~a inresult ~~connection~~of ~~with~~ the Merger., ~~The~~the ~~final~~Company ~~voting~~is ~~results~~now ~~for~~an ~~each~~indirect ~~proposal~~wholly-owned ~~are set~~subsidiary ~~forth~~of ~~below:~~Parent.

~~Proposal~~The information 1:set ~~Adopt~~forth ~~the~~under ~~Merger~~Item 5.01 ~~Agreement~~of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

For		Against		Abstain
85,938,374		417,369		2,793,781

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~In 2:connection ~~Advisory~~with ~~Vote~~the closing of the Merger, the Company notified Nasdaq on December 5, 2011 that each outstanding share of common stock, par value $0.05 per share, of the Company (the “~~Gold~~Common ~~Parachute~~Stock”) ~~Compensation~~was cancelled and automatically converted into the right to receive $33.25 per share in cash, without interest (other than excluded shares), and each stock option, restricted share and restricted stock unit outstanding was, except where excluded, exchanged for cash at a price equal to, in the case of options, $33.25 less the exercise price of the option and, in the case of restricted shares and restricted stock units, $33.25. The Company requested that Nasdaq file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on Nasdaq will be suspended after the closing of trading on December 5, 2011. Nasdaq will file the Form 25 with the SEC after the closing of trading on December 5, 2011.

For		Against		Abstain
74,865,897		12,953,991		1,329,629

Item 3.03.

Material Modification to Rights of Security Holders.

AOn ~~copy~~December 5, 2011, pursuant to the terms of the ~~press~~Merger ~~release~~Agreement, ~~issued~~each byshare of outstanding common stock of the Company ~~regarding~~(other ~~the~~than ~~results~~shares ofowned ~~the~~by ~~shareholder~~Parent, ~~vote~~Merger atSub, the Company or their ~~special~~subsidiaries, ~~meeting~~and ofby ~~shareholders~~stockholders ofwho ~~the~~have ~~Company~~perfected isand ~~attached~~not ~~hereto~~withdrawn asa ~~Exhibit~~demand ~~99.1~~for appraisal rights) was cancelled and isconverted ~~incorporated~~into ~~herein~~the byright ~~reference~~to receive $33.25 per share in cash, without interest and less any applicable withholding taxes.

Item 5.01.

Changes in Control of Registrant.

On December 5, 2011, Parent consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and, as a result thereof, is an indirect wholly-owned subsidiary of Parent. A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The aggregate purchase price paid for all equity securities of the Company was approximately $3.9 billion. The aggregate purchase price and related fees and expenses were funded by new credit facilities and private offerings of debt securities, as well as by equity financing from Carlyle and H&F.

Item 5.03.

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

Pursuant to the Merger Agreement, at the effective time of the Merger on December 5, 2011, the Articles of Incorporation of the Company as in effect immediately prior to the effective time were amended to be in the form set forth in Exhibit A to the Merger Agreement, which became the Amended and Restated Articles of Incorporation of the Company. A copy of the Amended and Restated Articles of Incorporation of the Company is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
99.1		Press release dated November 30, 2011.
3.1		Amended and Restated Articles of Incorporation of the Company.
99.1		Press release dated December 5, 2011.

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 thereunto duly authorized.

~~PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.~~

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

Date: November 30, 2011

Date: December 5, 2011

~~/s/ Daniel G. Darazsdi~~

/s/ Daniel G. Darazsdi

~~Daniel G. Darazsdi~~

Daniel G. Darazsdi

~~Chief Financial Officer~~

Chief Financial Officer

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