ITEM 1

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):
May 12, 2005

Alpharma Inc.
 

(Exact name of registrant as specified in its charter)
 

Delaware
(State or other jurisdiction of incorporation)

1-8593
(Commission File
Number)

22-2095212
(IRS Employer Identification)

 

One Executive Drive, Fort Lee, New Jersey 07024
(Address of principal executive offices) (Zip Code)
 

Registrant's telephone number, including area code
(201) 947-7774
 
 

Not Applicable

______________________________________________
(Former name or former address, if changed since

last report)

 

Item 1.01 Entry into a Material Definitive Agreement.

2005 Long Term Incentive Awards

On May 12, 2005, the Compensation Committee of the Board of Directors of Alpharma Inc. (the "Company") approved the annual 2005 long term incentive awards ("LTIP Awards") for its Named Executive Officers (which officers were determined by reference to the Company's Proxy Statement, dated April 20, 2004). With respect to the Company's Chief Executive Officer, the award consists of stock options granted pursuant to the Alpharma Inc. 2003 Omnibus Incentive Compensation Plan ("Omnibus Plan"). With respect to the other Named Executive Officers, the awards consist of shares of restricted stock granted pursuant to the Omnibus Plan that vest 50% on the first anniversary from the grant date and 50% on the second anniversary date. Unvested shares accelerate and vest immediately upon involuntary termination other than for cause. The form of restricted stock award agreements associated with the restricted stock referred to above are attached as Exhibits hereto.

The following table sets forth the LTIP Awards granted to the Company's Named Executive Officers.

NAME AND POSITION

AWARD
   

Ingrid Wiik
   President and Chief
   Executive Officer

50,000 Stock Options
   

Mathew T. Farrell
   Executive Vice President
   and Chief Financial Officer


30,000 Restricted Shares
   

Ronald N. Warner
   President, Branded Products
   and Executive Vice President,
   Compliance, Intellectual Property
   and Human Pharmaceuticals,
   Medical and Regulatory Affairs



30,000 Restricted Shares
   

Carol A. Wrenn
   President, Animal Health


25,000 Restricted Shares
   

Robert F. Wrobel
   Executive Vice President,
   Chief Legal Officer and
   Secretary


15,000 Restricted Shares

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

See the Exhibit Index attached hereto.

 

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 duly authorized.

 

 

ALPHARMA INC.
(Registrant)



By /s/    Robert F. Wrobel

Name:   Robert F. Wrobel
Title:   Secretary

 

Date: May 17, 2005

 

Exhibit Index

Exhibit No.

Description

10.1

Form of Restricted Stock Award Agreement for Executive Officers, effective May 12, 2005, is filed as an Exhibit to this Report

10.2

Form of Restricted Stock Unit Award Agreement for Executive Officers located outside of the United States, effective May 12, 2005, is filed as an Exhibit to this Report.