##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
  (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File No. 1-10581
 
 BENTLEY PHARMACEUTICALS, INC.
 (Exact name of Registrant as Specified in Its Charter)
 
 DELAWARE
    
    59-1513162(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 BENTLEY PARK,2 HOLLAND WAYEXETER, NEW HAMPSHIRE
    
    03833(Address of Principal Executive Offices)
    
    (Zip Code)
 (603) 658-6100  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.02 per share
    
    New York Stock ExchangePreferred Stock Purchase Rights
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
  o þ o o
  o þ
  Title of Class
    
    Aggregate Market Value *
    
    As of Close of Business onCommon Stock, $0.02 par value
    
    $183,234,580
    
    June 30, 2007
  Title of Class
    
    Shares Outstanding
    
    As of Close of Business onCommon Stock, $0.02 par value
    
    22,449,814
    
    March 15, 2008
 
 *
    
    Excludes the Common Stock held by executive officers,
directors and stockholders whose ownership exceeds 5% of the
Common Stock outstanding at June 30, 2007. This calculation
does not reflect a determination that such persons are
affiliates for any other purposes. Calculation assumes no
changes in ownership positions of institutional holders with
ownership positions greater than 5% from positions reported on
their Schedule 13 filings for the year ended December 31,
2006.




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##### Table of Contents



Explanatory Note
   1.
    
    Update the cover page to remove the reference to the incorporation by reference of our
definitive proxy statement for our 2008 Annual Meeting of Stockholders into our Form 10-K
for the fiscal year ended December 31, 2007;2.
    
    Include the information required by Items 10-14 of Part III of our Annual Report.3.
    
    Update Item 15(a)(3) of Part IV to include the new certifications by our principal
executive officer and principal financial officer that are being filed as exhibits herewith
as Exhibit 31.1.1 and 31.2.1 in accordance with Rule 12b-15 of the Securities Exchange Act
of 1934, as amended, and to list other exhibits.
  -2-




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-31.1.1 Section 302 Certification of CEOEX-31.2.1 Section 302 Certification of CFO    Table of Contents  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Name
    
    Age
    
    PositionJames R. Murphy
    
    
    58
    
    
    Chairman, Chief Executive Officer and DirectorJohn A. Sedor
    
    
    63
    
    
    PresidentRichard P. Lindsay
    
    
    46
    
    
    Vice President, Chief Financial Officer, Treasurer and SecretaryAdolfo Herrera
    
    
    48
    
    
    Managing Director of European SubsidiariesMiguel Fernandez
    
    
    77
    
    
    DirectorF. Ross Johnson
    
    
    76
    
    
    DirectorMichael McGovern
    
    
    64
    
    
    Vice Chairman and DirectorEdward J. Robinson
    
    
    67
    
    
    DirectorJohn W. Spiegel
    
    
    67
    
    
    Lead Director
 -3-




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James R. Murphy -
 John A. Sedor
 Richard P. Lindsay
 Adolfo Herrera
 Miguel Fernandez
 F. Ross Johnson
 -4-




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Michael McGovern
 Edward J. Robinson
 John W. Spiegel
 Corporate Governance
 www.bentleypharm.com
    -5-




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Audit Committee
 Nominating and Governance Committee.
 Compensation Committee
 Procedures by which Stockholders may Nominate Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  Other Information
   -6-




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Philosophy and Objectives
  The Compensation Committees Process
  Compensation Consultant
  Role of Executive Officers in Compensation Decisions
  -7-




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Compensation Elements
  
    
    base salary
    
    annual bonuses
    
    long-term incentive awards
    
    employee benefits
    
    perquisites and personal benefits.
  Base Salaries.
 Annual Bonuses.
  -8-




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Long-Term Equity Incentives
    Employee Benefits.
  -9-




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Perquisites and Other Personal Benefits.
 Executive Officer Agreements
  Tax and Accounting Considerations
 Deductibility of Executive Compensation.
 Accounting for Stock-Based Compensation. Share Based
Payment
 -10-




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Compensation Committee Report
   
 Summary Compensation Table
  Non-EquityName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)(2)
    
    ($)(3)
    
    ($)James R. Murphy
    
    
    2007
    
    
    
    672,719
    
    
    
    100,908
    
    
    
    112,192
    
    
    
    439,315
    
    
    
    443,994
    
    
    
    49,231
    
    
    
    1,769,128Chairman of the
Board and Chief
Executive Officer
    
    
    2006
    
    
    
    653,125
    
    
    
    
    
    
    
    48,287
    
    
    
    335,657
    
    
    
    
    
    
    
    59,911
    
    
    
    1,096,980John A. Sedor
    
    
    2007
    
    
    
    484,358
    
    
    
    60,545
    
    
    
    52,525
    
    
    
    342,032
    
    
    
    266,397
    
    
    
    42,674
    
    
    
    1,248,531President
    
    
    2006
    
    
    
    470,250
    
    
    
    
    
    
    
    16,453
    
    
    
    129,670
    
    
    
    
    
    
    
    42,858
    
    
    
    659,231Adolfo Herrera (4)
    
    
    2007
    
    
    
    566,846
    
    
    
    64,453
    
    
    
    41,377
    
    
    
    170,805
    
    
    
    283,594
    
    
    
    46,441
    
    
    
    1,173,516Managing Director
of European
Subsidiaries
    
    
    2006
    
    
    
    438,994
    
    
    
    139,000
    
    
    
    15,201
    
    
    
    133,622
    
    
    
    
    
    
    
    32,754
    
    
    
    759,571Richard P. Lindsay(5)
    
    
    2007
    
    
    
    295,000
    
    
    
    47,200
    
    
    
    16,355
    
    
    
    148,103
    
    
    
    129,800
    
    
    
    16,615
    
    
    
    653,073Vice President,
Chief Financial
Officer, Secretary
and Treasurer
    
    
    2006
    
    
    
    71,439
    
    
    
    
    
    
    
    
    
    
    
    28,387
    
    
    
    
    
    
    
    6,357
    
    
    
    106,183
 
 (1)
    
    Reflects payment of portion of bonus based on discretionary bonus for individual
performance in 2007.(2)
    
    Reflects payment of portion of bonus based on corporate performance plan for 2007. -11-




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(3)
    
    The amounts disclosed in All Other Compensation include the following:
  
    
    matching contributions in shares of common stock to Mr. Murphys 401(k)
retirement plan valued at $14,000;
    
    life insurance premiums of $5,525;
    
    automobile allowance of $12,000;
    
    club membership fees and expenses of $15,449;
    
    home Internet access fees of $1,087
    
    cell phone fees of $1,170.
  
    
    matching contributions in shares of common stock to Mr. Sedors 401(k)
retirement plan valued at $14,000;
    
    life insurance premiums of $15,558;
    
    automobile allowance of $12,000; and
    
    club membership fees and expenses of $1,116.
  
    
    lease payments of $46,249 for a car that the Company leases for Mr. Herrera,
which is primarily used for business purposes; and
    
    life and accident insurance premiums of $191.
  
    
    matching contributions in shares of common stock to Mr. Lindsays 401(k)
retirement plan valued at $14,000;
    
    life insurance premiums of $455;
    
    cell phone fees of $1,493;
    
    club membership fees and expenses of $667.
 The amounts disclosed for club membership fees and expenses, home Internet access and cell
phone fees are for both business and personal purposes.(4)
    
    Amounts related to salary, bonus and all other compensation for Mr. Herrera were
originally denominated in Euros and converted to U.S. dollars using the average exchange
rate of 1.254 U.S. dollars per Euro for the year ended
December 31, 2006 and 1.4729 for the
year ended December 31, 2007.(5)
    
    Mr. Lindsay joined the Company in September 2006. Amounts reflect actual payments for
the period he worked for us in 2006. The bonus amount listed in 2007 represents the total
amount of bonus earned for 2007, of which $118,000 was paid to Mr. Lindsay in 2007 and
$59,000 was paid to Mr. Lindsay in 2008.
 -12-




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GRANTS OF PLAN-BASED AWARDS
 A
    
    BAll Other
    
    All OtherStock
    
    OptionAwards:
    
    Awards:
    
  C
 
    Grant DateNumber of
    
    Number of
    
    Exercise or
    
    Fair Value ofShares of
    
    Securities
    
    Base Price
    
    Stock andStock or
    
    Underlying
    
    of Option
    
    OptionUnits
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    (#)(1)
    
    (#)(2)
    
    ($/Sh)
    
    ($)(3)James R. Murphy
    
    
    5/23/2007
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    215,3705/23/2007
    
    
    
    
    
    
    
    100,000
    
    
    
    11.965
    
    
    
    545,000John A. Sedor
    
    
    5/23/2007
    
    
    
    14,000
    
    
    
    
    
    
    
    
    
    
    
    167,5105/23/2007
    
    
    
    
    
    
    
    75,000
    
    
    
    11.965
    
    
    
    408,750Richard P. Lindsay
    
    
    5/23/2007
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    107,6855/23/2007
    
    
    
    
    
    
    
    50,000
    
    
    
    11.965
    
    
    
    272,500Adolfo Herrera
    
    
    5/23/2007
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    107,6855/23/2007
    
    
    
    
    
    
    
    50,000
    
    
    
    11.965
    
    
    
    272,500
 
 (1)
    
    Consists of Restricted Stock Units granted under our 2005 Plan. Restrictions lapse as
to one-fourth of the units on each of the first four anniversaries of the date of grant.(2)
    
    Consists of nonstatutory stock options granted under our 2005 Plan. Each stock option
expires on the tenth anniversary of the date of grant. These options become exercisable as
to one third of the shares on each of the first three anniversaries of the date of grant.(3)
    
    This column shows the full grant date fair value of restricted stock units and stock
options granted in 2007 to the named executives under SFAS No. 123 (Revised). Generally,
the full grant date fair value reflects the amount that the Company would expense in its
financial statements over the awards vesting schedule, excluding the impact of estimated
forfeitures and award modifications. For restricted stock units, the fair value is
calculated based on the average of the high and low stock prices on the grant date. For
information on the stock option valuation assumptions, refer to Note 11 of the Companys
Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2007, as
filed with the SEC on March 17, 2008. The amounts reflected in this column approximate the
Companys accounting expense, and do not necessarily correspond to the actual value that
will be recognized by the named executives. Employment Agreements
   -13-




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Terms of Restricted Stock Units and Stock Option Grants
  th
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Numberof
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Market ValueSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or Units
    
    of Shares orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    of Stock That
    
    Units of StockUnexercised
    
    Unexercised
    
    Option Exercise
    
    Option
    
    Have Not
    
    That Have NotOptions
    
    Options
    
    Price
    
    Expiration Date
    
    Vested
    
    Vested(#)
    
    (#)
    
    ($)
    
    
    
    (#)
    
    ($) *Name
    
    Exercisable
    
    UnexercisableJames R. Murphy
    
    
    75,000
    
    
    
    
    
    
    
    5.875
    
    
    
    1/3/2010
    
    
    
    38,250
    
    
    
    577,19317,400
    
    
    
    
    
    
    
    5.875
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    57,600
    
    
    
    
    
    
    
    6.000
    
    
    
    5/9/2011
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    9.790
    
    
    
    1/3/2012
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    8.050
    
    
    
    1/1/2013
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    10.040
    
    
    
    5/21/2013
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    13.300
    
    
    
    1/1/2014
    
    
    
    
    
    
    
    100,000
    
    
    
    50,000
    
    
    
    7.500
    
    
    
    3/30/2015
    
    
    
    
    
    
    
    45,666
    
    
    
    91,334
    
    
    
    11.775
    
    
    
    5/23/2016
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    11.965
    
    
    
    5/23/2017
    
    
    
    
    
    
    
    Richard P. Lindsay
    
    
    16,666
    
    
    
    33,334
    
    
    
    12.030
    
    
    
    9/11/2016
    
    
    
    9,000
    
    
    
    135,810
    
    
    
    50,000
    
    
    
    11.965
    
    
    
    5/23/2017John A. Sedor
    
    
    150,000
    
    
    
    
    
    
    
    11.000
    
    
    
    8/27/2015
    
    
    
    20,900
    
    
    
    315,38116,666
    
    
    
    33,334
    
    
    
    11.775
    
    
    
    5/23/2016
    
    
    
    
    
    
    
    30,000
    
    
    
    120,000
    
    
    
    11.775
    
    
    
    5/23/2016
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    11.965
    
    
    
    5/23/2017
    
    
    
    
    
    
    
    Adolfo Herrera
    
    
    7,000
    
    
    
    
    
    
    
    2.375
    
    
    
    6/15/2008
    
    
    
    15,375
    
    
    
    232,00925,000
    
    
    
    
    
    
    
    5.875
    
    
    
    1/3/2010
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    6.000
    
    
    
    5/9/2011
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    9.790
    
    
    
    1/3/2012
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    8.050
    
    
    
    1/1/2013
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    10.040
    
    
    
    5/21/2013
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    13.300
    
    
    
    1/1/2014
    
    
    
    
    
    
    
    46,666
    
    
    
    23,334
    
    
    
    7.500
    
    
    
    3/30/2015
    
    
    
    
    
    
    
    14,333
    
    
    
    28,867
    
    
    
    11.775
    
    
    
    5/23/2016
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    11.965
    
    
    
    5/23/2017
    
    
    
    
    
    
    
    
 -14-




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*
    
    Market value based on closing price of $15.09 on December 31, 2007.  OPTION EXERCISES AND STOCK VESTED
 Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    SharesAcquired
    
    Value Realized
    
    Acquired
    
    Value Realizedon Exercise
    
    on Exercise
    
    on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)James R. Murphy
    
    
    
    
    
    
    
    
    
    
    6,750
    
    
    
    80,764Richard P. Lindsay
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John A. Sedor
    
    
    
    
    
    
    
    
    
    
    2,300
    
    
    
    27,520Adolfo Herrera
    
    
    
    
    
    
    
    
    
    
    2,125
    
    
    
    25,426
 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
   -15-




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James R. Murphy
  John A. Sedor
   Richard P. Lindsay
 i.e.
 Adolfo Herrera
  -16-




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Payments for Termination upon Change in Control($)Payments for Termination
    
    
    
    
    
    
    
    
    
    PaymentWithout Cause
    
    
    
    
    
    
    
    
    
    in lieu of($)
    
    
    
    
    
    
    
    
    
    ContractedAccelerated
    
    
    
    
    
    Accelerated
    
    Option
    
    HealthName
    
    Severance
    
    Vesting
    
    Severance
    
    Vesting
    
    Awards
    
    BenefitsJames R. Murphy
    
    
    1,076,350
    
    
    
    
    
    
    
    1,840,438
    
    
    
    1,445,794
    
    
    
    N/A
    
    
    
    47,477Richard P. Lindsay
    
    
    413,000
    
    
    
    
    
    
    
    217,053
    
    
    
    417,761
    
    
    
    N/A
    
    
    
    16,550John A. Sedor
    
    
    726,537
    
    
    
    
    
    
    
    701,500
    
    
    
    1,346,261
    
    
    
    312,500
    
    
    
    47,477Adolfo Herrera (1)
    
    
    914,537
    
    
    
    
    
    
    
    3,510,806
    
    
    
    589,202
    
    
    
    N/A
    
    
    
    
 
 (1)
    
    Amounts for Mr. Herrera are denominated in Euros and converted to U.S. dollars for this
presentation using the average exchange rate for the year ended
December 31, 2007 of 1.4729
U.S. dollars per Euro.  -17-




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DIRECTOR COMPENSATION
 Fees Earned or
    
    StockPaid in
    
    Awards
    
    OptionCash
    
    (1)
    
    Awards
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)Miguel Fernandez(2)
    
    
    74,000
    
    
    
    95,000
    
    
    
    
    
    169,000F. Ross Johnson(3)
    
    
    64,000
    
    
    
    95,000
    
    
    
    
    
    159,000Michael McGovern(4)
    
    
    67,000
    
    
    
    95,000
    
    
    
    
    
    162,000Edward J. Robinson(5)
    
    
    79,000
    
    
    
    95,000
    
    
    
    
    
    174,000John W. Spiegel(6)
    
    
    71,500
    
    
    
    95,000
    
    
    
    
    
    166,500
 
 (1)
    
    The grant date fair value of the restricted stock unit awards granted to the
Directors in 2007 was $95,720.(2)
    
    As of December 31, 2007, Mr. Fernandez held 16,000 restricted stock units, of
which 12,000 units were vested, and 162,100 stock options, all of which were vested.(3)
    
    As of December 31, 2007, Mr. Johnson held 8,000 restricted stock units, of
which 4,000 units were vested, and 40,000 stock options, all of which were vested.(4)
    
    As of December 31, 2007, Mr. McGovern held 8,000 restricted stock units, of
which 4,000 units were vested, and 619,200 stock options, all of which were vested.(5)
    
    As of December 31, 2006, Mr. Robinson held 8,000 restricted stock units, of
which 4,000 units were vested, and 40,000 stock options, all of which were vested.(6)
    
    As of December 31, 2006, Mr. Spiegel held 16,000 restricted stock units, of
which 12,000 units were vested, and 90,000 stock options, all of which were vested.  -18-




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Compensation Committee Interlocks and Insider Participation
  -19-




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Securities Authorized for Issuance Under Equity Compensation Plans
  Number of securities remainingNumber of securities to be
    
    
    Weighted-average
    
    
    available for future issuanceissued upon exercise of
    
    
    exercise price
    
    
    under equity compensation plansoutstanding options,
    
    
    of outstanding options,
    
    
    (excluding securities reflected inPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a))Equity compensation
plans/arrangements
approved by
stockholders
    
    
    3,838,579
    
    
    $
    9.97
    
    
    
    322,929Equity compensation
plans/arrangements
not approved by
stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,838,579
    
    
    $
    9.97
    
    
    
    322,929
 Security Ownership of Certain Beneficial Owners and Management
   Number of Shares of
    
    Percentage ofCommon Stock
    
    Common StockName and Address of Beneficial Owner
    
    Beneficially Owned
    
    OutstandingClearBridge Advisors, LLC
    
    
    2,647,995
    (1)
    
    
    11.8
    %399 Park AvenueNew York, NY 10022Balyasny Asset Management, LLC
    
    
    1,949,700
    (2)
    
    
    8.7
    %181 West Madison, Suite 3600Chicago, IL 60602Luther King Capital Management Corporation
    
    
    1,777,050
    (3)
    
    
    7.9
    %301 Commerce Street, Suite 1600Fort Worth, TX 76102Visium Asset Management, LP
    
    
    1,151,300
    (4)
    
    
    5.1
    %950 Third Avenue, 29th FloorNew York, NY 10022James R. Murphy
    
    
    1,165,699
    (5)
    
    
    5.0
    %John A. Sedor
    
    
    279,193
    (6)
    
    
    1.2
    %Richard P. Lindsay
    
    
    38,124
    (7)
    
    
    *
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Number of Shares of
    
    Percentage ofCommon Stock
    
    Common StockName and Address of Beneficial Owner
    
    Beneficially Owned
    
    OutstandingAdolfo Herrera
    
    
    406,532
    (8)
    
    
    1.8
    %Miguel Fernandez
    
    
    191,068
    (9)
    
    
    *Michael McGovern
    
    
    3,294,428
    (10)
    
    
    14.3
    %F. Ross Johnson
    
    
    68,500
    (11)
    
    
    *Edward J. Robinson
    
    
    64,000
    (12)
    
    
    *John W. Spiegel
    
    
    121,000
    (13)
    
    
    *All executive officers and directors as a group (9 persons)
    
    
    5,628,544
    (14)
    
    
    22.6
    %
 
 *
    
    Less than one percent(1)
    
    The number of shares is based on information contained in a Schedule 13G filed on February
14, 2008. ClearBridge Advisors, LLC filed the Schedule 13G with Smith Barney Fund Management
LLC, as a group, indicating shared voting and dispositive power over certain of the securities
held.(2)
    
    The number of shares is based on information contained in a Schedule 13G filed by the
stockholder on February 11, 2008.(3)
    
    The number of shares is based on information contained in a Schedule 13G filed by the
stockholder on January 18, 2008.(4)
    
    The number of shares is based on information contained in a Schedule 13G filed by the
stockholder on March 20, 2008.(5)
    
    Includes 100 shares of common stock owned by Mr. Murphys son, as to which Mr. Murphy
disclaims beneficial ownership, and 12,030 shares of common stock held in Mr. Murphys 401(k)
Retirement Plan account. Also includes 645,666 shares of common stock issuable upon exercise
of vested stock options, 79,000 shares of common stock issuable upon exercise of stock options
that become exercisable within 60 days of April 7, 2008 and 11,250 restricted stock units that
vest within 60 days of April 7, 2008.(6)
    
    Includes 3,563 shares of common stock held in Mr. Sedors 401(k) Retirement Plan account.
Also includes 196,666 shares of common stock issuable upon exercise of vested stock options,
71,667 shares of common stock issuable upon exercise of stock options that become exercisable
within 60 days of April 7, 2008 and 5,800 restricted stock units that vest within 60 days of
April 7, 2008.(7)
    
    Includes 2,542 shares of common stock held in Mr. Lindsays 401(k) Retirement Plan account.
Also includes 16,666 shares of common stock issuable upon exercise of vested stock options,
16,666 shares of common stock issuable upon exercise of stock options that become exercisable
within 60 days of April 7, 2008 and 2,250 restricted stock units that vest within 60 days of
April 7, 2008.(8)
    
    Includes 351,433 shares of common stock issuable upon exercise of vested stock options,
31,099 shares of common stock issuable upon exercise of stock options that become exercisable
within 60 days of April 7, 2008 and 4,375 restricted stock units that vest within 60 days of
April 7, 2008.(9)
    
    Includes 162,100 shares of common stock issuable upon exercise of vested stock options,
14,000 vested and unissued restricted stock units and 2,000 restricted stock units that vest
within 60 days of April 7, 2008.(10)
    
    Includes 100,000 shares owned by Mr. McGoverns spouse. Also includes 619,200 shares of
common stock issuable upon exercise of vested stock options, 6,000 vested and unissued
restricted stock units and 2,000 restricted stock units that vest within 60 days of April 7,
2008. Mr. McGoverns address is c/o Bentley Pharmaceuticals, Inc., 2 Bentley Way, Exeter, NH. -21-




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(11)
    
    Includes 40,000 shares of common stock issuable upon exercise of vested stock options, 6,000
vested and unissued restricted stock units and 2,000 restricted stock units that vest within
60 days of April 7, 2008.(12)
    
    Includes 40,000 shares of common stock issuable upon exercise of vested stock options, 6,000
vested and unissued restricted stock units and 2,000 restricted stock units that vest within
60 days of April 7, 2008.(13)
    
    Includes 90,000 shares of common stock issuable upon exercise of vested stock options, 14,000
vested and unissued restricted stock units and 2,000 restricted stock units that vest within
60 days of April 7, 2008.(14)
    
    Includes 100 shares of common stock owned by Mr. Murphys son, as to which beneficial
ownership is disclaimed. See Note 5 above. Also includes 2,161,731 shares of common stock
issuable upon exercise of vested stock options, 46,000 vested and unissued restricted stock
units, 198,432 shares of common stock issuable upon exercise of stock options that become
exercisable within 60 days of April 7, 2008 and 33,675 restricted stock units that vest within
60 days of April 7, 2008. Also includes 18,135 shares of common stock held in 401(k)
Retirement Plan accounts of our executive officers. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related Person Transactions
 Policy on Related Person Transactions
  Director Independence
  
    
    the director was an employee of Bentley or an immediate family member was an executive
officer of Bentley,
    
    the director or an immediate family member received more than $100,000 per year in
direct compensation from Bentley (other than director and committee fees and pension or
other deferred compensation),
    
    the director or an immediate family member was affiliated with or employed by Bentleys
present or former internal or external auditor,
    
    an executive officer of Bentley serves on the compensation committee of another company
that employs the director in any capacity or that employs an immediate family member of the
director as an executive officer, or
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
    
    the director is an executive officer or employee, or has an immediate family member who
is an executive officer, of a company that made payments to, or received payments from,
Bentley in an amount which, in any single fiscal year during the past three years, exceeds
the greater of $1 million or 2% of the other companys consolidated gross revenues.
  
    
    an executive officer of another company which is indebted to Bentley, or to which
Bentley is indebted, where the total amount of either companys indebtedness to the other
is equal to five percent (5%) or more of the total consolidated assets of the other
company,
    
    an executive officer of a charitable organization and Bentleys annual charitable
contributions to the organization (exclusive of gift-match payments) exceed the greater of
$1 million or 2% of the organizations total annual revenues,
    
    a partner of or of counsel to a law firm that performs substantial legal services to
Bentley on a regular basis, or
    
    a partner, officer or employee of an investment bank or consulting firm that performs
substantial services to Bentley on a regular basis.
    
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
 Independent Registered Public Accounting Firm
 Report of the Audit Committee
    -23-




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Communication with Audit
Committees Independence Discussions with Audit
Committees
   
 Fees and Services
 Audit Fees.
 Audit Related Fees.
 Tax Fees.
 All Other Fees.
 Audit Committee Pre-approval Policy
  
    
    Unless a type of service to be provided by the independent registered public accounting
firm has received general pre-approval, it will require specific pre-approval by the Audit
Committee. Any proposed services exceeding pre-approved cost levels will require specific
pre-approval by the Audit Committee.
    
    The term of any pre-approval is 12 months from the date of pre-approval, unless the
Audit Committee specifically provides for a different period.
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
    
    The Audit Committee may delegate pre-approval authority to one or more of its members.
The member or members to whom such authority is delegated shall report any pre-approval
decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does
not delegate its responsibilities to pre-approve services performed by the independent
registered public accounting firm to management.
    
    The annual audit services engagement terms and fees will be subject to the specific
pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any
changes in terms, conditions and fees resulting from changes in audit scope, company
structure or other matters.
    
    In addition to the annual audit services engagement approved by the Audit Committee, the
Audit Committee may grant pre-approval for other audit services, which are those services
that only the independent registered public accounting firm reasonably can provide.
    
    All non-audit-related services must be separately pre-approved by the Audit Committee.
Audit-related services are assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements or that are
traditionally performed by the independent registered public accounting firm.
    
    All tax services must be specifically pre-approved by the Audit Committee. The Audit
Committee believes that the independent registered public accounting firm can provide tax
services to Bentley such as tax compliance, tax planning and tax advice without impairing
the firms independence.
    
    All other services must be separately pre-approved by the Audit Committee. The Audit
Committee may grant pre-approval to those permissible nonaudit services classified as all
other services that it believes are routine and recurring services, and would not impair
the independence of the independent registered public accounting firm.
    
    Pre-approval fee levels for all services to be provided by the independent registered
public accounting firm will be established periodically by the Audit Committee. Any
proposed services exceeding these levels will require specific pre-approval by the Audit
Committee.
    
    With respect to each proposed pre-approved service, the independent registered public
accounting firm will provide detailed back-up documentation, which will be provided to the
Audit Committee, regarding the specific services to be provided.
    
    Requests or applications to provide services that require separate approval by the Audit
Committee will be submitted to the Audit Committee by both the independent registered
public accounting firm and the Chief Financial Officer.
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PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this report:(1)
    
    Financial Statements
  (2)
    
    Financial Statement Schedules
  (3)
    
    Exhibits
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of the Registrant filed with
the Secretary of State of Delaware on October 29, 1999. (Reference
is made to Exhibit 3.1 to the Registrants Form 10-Q for the
quarter ended March 31, 2007, Commission File No. 1-10581, which
exhibit is incorporated herein by reference.)3.2
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock filed with the Secretary of State of Delaware on
December 23, 1999. (Reference is made to Exhibit 3.2 to the
Registrants Form 10-Q for the quarter ended March 31, 2007,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)3.3
    
    Certificate of Amendment of Restated Certificate of Incorporation
of the Registration filed with the Secretary of State of Delaware
on July 3, 2003. (Reference is made to Exhibit 3.1 to the
Registrants Form 10-Q for the quarter ended June 30, 2003,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)3.4
    
    Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant filed with the Secretary of State of Delaware on
July 23, 2004. (Reference is made to Exhibit 3.1 to the
Registrants Form 10-Q for the quarter ended June 30, 2004,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)3.5
    
    Bylaws of the Registrant, as amended and restated. (Reference is
made to Exhibit 3.1 to the Registrants Form 10-Q for the quarter
ended March 31, 2004, Commission File No. 1-10581, which exhibit
is incorporated herein by reference.)4.1
    
    Renewed Rights Agreement dated as of December 21, 2004 between
Bentley Pharmaceuticals, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, including the form of Rights certificate
as Exhibit B thereto and the Summary of Rights to Purchase
Series A Junior Participating Preferred Stock as Exhibit C
thereto. (Reference is made to Exhibit 4.1 to the Registrants
Form 8-K, filed on December 21, 2004, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)10.1*
    
    Registrants Amended and Restated 1991 Stock Option Plan.
(Reference is made to Appendix D to the Registrants Definitive
Proxy Statement for the Annual Meeting of Stockholders filed on
May 18, 1999, Commission File No. 1-10581, which exhibit is
incorporated herein by reference.)
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ExhibitNumber
    
    Description10.2*
    
    Form of Non-qualified Stock Option Agreement under the
Registrants 1991 Stock Option Plan. (Reference is made to
Exhibit 4.25 to the Registrants Form 10-K for the year ended
June 30, 1992, Commission File No. 1-10581, which exhibit is
incorporated herein by reference.)10.3*
    
    Registrants 2001 Employee Stock Option Plan. (Reference is made
to Appendix B to the Registrants Definitive Proxy Statement for
the Annual Meeting of Stockholders filed on April 9, 2001,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.4*
    
    Registrants 2001 Directors Stock Option Plan. (Reference is made
to Appendix C to the Registrants Definitive Proxy Statement for
the Annual Meeting of Stockholders filed on April 9, 2001,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.5*
    
    Form of Stock Option contract under the Registrants 2001 Employee
Stock Option Plan. (Reference is made to Exhibit 4.8 to the
Registrants Form 10-K for the year ended December 31, 2001,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.6*
    
    Form of Stock Option contract under the Registrants 2001
Directors Stock Option Plan. (Reference is made to Exhibit 4.9 to
the Registrants Form 10-K for the year ended December 31, 2001,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.7*
    
    Amendment No. 1 to the Registrants 2001 Employee Stock Option
Plan. (Reference is made to Exhibit 4.10 to the Registrants
Form 10-K for the year ended December 31, 2003, Commission File
No. 1-10581, which exhibit is incorporated herein by reference.)10.8*
    
    Amendment No. 2 to the Registrants 2001 Employee Stock Option
Plan. (Reference is made to Exhibit 4.11 to the Registrants
Form 10-K for the year ended December 31, 2003, Commission File
No. 1-10581, which exhibit is incorporated herein by reference.)10.9*
    
    Amendment No. 1 to the Registrants 2001 Directors Stock Option
Plan. (Reference is made to Exhibit 4.12 to the Registrants
Form 10-K for the year ended December 31, 2003, Commission File
No. 1-10581, which exhibit is incorporated herein by reference.)10.10*
    
    Amendment No. 2 to the Registrants 2001 Directors Stock Option
Plan. (Reference is made to Exhibit 4.13 to the Registrants
Form 10-K for the year ended December 31, 2003, Commission File
No. 1-10581, which exhibit is incorporated herein by reference.)10.11*
    
    Form of Incentive Stock Option Certificate under the Registrants
Amended and Restated 2005 Equity and Incentive Plan. (Reference is
made to Exhibit 10.2 to the Registrants Form 10-Q for the quarter
ended June 30, 2005, Commission File No. 1-10581, which exhibit is
incorporated herein by reference.)10.12*
    
    Form of Non-Statutory Stock Option Certificate under the
Registrants Amended and Restated 2005 Equity and Incentive Plan.
(Reference is made to Exhibit 10.3 to the Registrants Form 10-Q
for the quarter ended June 30, 2005, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)10.13*
    
    Bentley Pharmaceuticals, Inc. Amended and Restated 2005 Equity and
Incentive Plan. (Reference is made to Exhibit 10.1 of the
Registrants Current Report on Form 8-K dated May 23, 2006,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.14*
    
    Form of Restricted Stock Unit Certificate (Non-employee Directors)
under the Registrants Amended and Restated 2005 Equity and
Incentive Plan. (Reference is made to Exhibit 10.2 of the
Registrants Form 10-Q for the quarter ended June 30, 2006,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)
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ExhibitNumber
    
    Description10.15*
    
    Form of Restricted Stock Unit Certificate (Employees) under the
Registrants Amended and Restated 2005 Equity and Incentive Plan.
(Reference is made to Exhibit 10.3 of the Registrants Form 10-Q
for the quarter ended June 30, 2006, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)10.16*
    
    Ordinary Labor Contract dated as of February 12, 1998 between the
Registrants wholly-owned subsidiary, Laboratorios Belmac, S.A.
and Adolfo Herrera. (Reference is made to Exhibit 10.26 to the
Registrants Form 10-K for the year ended December 31, 2005,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.17*
    
    Letter Agreement dated December 13, 2007 by and between
Laboratorios Belmac, S.A. and Adolfo Herrera Málaga. (Reference
is made to Exhibit 10.17 to the Registrants Form 10-K for the
year ended December 31, 2007, Commission File No. 1-10581, which
exhibit is incorporated herein by reference.)10.18*
    
    Amended and Restated Employment Agreement dated as of August 20,
2007 between the Registrant and James R. Murphy. (Reference is
made to Exhibit 10.1 to the Registrants Form 10-Q for the quarter
ended September 30, 2007, Commission File No. 1-10581, which
exhibit is incorporated herein by reference.)10.19*
    
    Employment Agreement dated as of August 27, 2005 between the
Registrant and John A. Sedor. (Reference is made to Exhibit 10.1
to the Registrants Form 10-Q for the quarter ended September 30,
2005, Commission File No. 1-10581, which exhibit is incorporated
herein by reference.)10.20*
    
    Employment Agreement dated as of September 11, 2006 by and between
the Registrant and Richard P. Lindsay. (Reference is made to
Exhibit 10.1 of the Registrants Current Report on Form 8-K dated
September 11, 2006, Commission File No. 1-10581, which exhibit is
incorporated herein by reference.)10.21*
    
    Letter Agreement dated March 17, 2008 amending the Employment
Agreement between the Registrant and Richard P. Lindsay.
(Reference is made to Exhibit 10.21 to the Registrants Form 10-K
for the year ended December 31, 2007, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)10.22*
    
    Information on remuneration of non-employee members of the Board
of Directors. (Reference is made to Item 1.01 of the Registrants
Current Report on Form 8-K dated May 23, 2006, Commission File
No. 1-10581, which item is incorporated herein by reference.)10.23
    
    Asset Purchase Agreement between the Registrant and Yungtai Hsu
dated February 1, 1999, effective as of December 31, 1998.
(Reference is made to Exhibit 7.1 to the Registrants Form 8-K
filed on February 26, 1999, Commission File No. 1-10581, which
exhibit is incorporated herein by reference.)10.24
    
    Letter Amendment dated February 8, 2008 between the Registrant and
Yungtai Hsu effective December 31, 2007. (Reference is made to
Exhibit 10.1 to the Registrants Form 8-K filed on February 13,
2008, Commission File No. 1-10581, which exhibit is incorporated
herein by reference.)10.25
    
    License Agreement between the Registrant and Auxilium
A2, Inc. dated May 31, 2000, including Amendment No. 1
thereto dated October 2000 and Amendment No. 2 dated May 31, 2001.
(Reference is made to Exhibit 10.10 to Amendment No. 2 to the
Registrants Form 10-K for the year ended December 31, 2001,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.26
    
    Amendment No. 3 dated September 6, 2002 to License Agreement
between the Registrant and Auxilium Pharmaceuticals, Inc. dated
May 31, 2000. (Reference is made to Exhibit 10.10 to the
Registrants Form 10-K for the year ended December 31, 2002,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.27
    
    Amendment No. 4 dated March 25, 2004 to License Agreement between
the Registrant and Auxilium Pharmaceuticals, Inc. dated May 31,
2000. (Reference is made to Exhibit 10.26 to the Registrants
Form 10-K for the year ended December 31, 2005, Commission File
No. 1-10581, which exhibit is incorporated herein by reference.)
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ExhibitNumber
    
    Description10.28
    
    License Agreement between the Registrant and Auxilium
Pharmaceuticals, Inc. dated May 31, 2001 relating to products
using Dihydrotestosterone. (Reference is made to Exhibit 10.12 to
the Registrants Form 10-K for the year ended December 31, 2002,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)10.29
    
    Amendment No. 1 dated September 6, 2002 to License Agreement
between the Registrant and Auxilium Pharmaceuticals, Inc. dated
May 31, 2001 related to products using Dihydrotestosterone.
(Reference is made to Exhibit 10.13 to the Registrants Form 10-K
for the year ended December 31, 2002, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)10.30
    
    Settlement Term Sheet Agreement, dated September 29, 2006, between
Ethypharm S.A. France, Ethypharm S.A. Spain, the Registrant and
Laboratorios Belmac S. A. (Reference is made to Exhibit 10.29 to
the Registrants Form 10-K for the year ended December 31, 2006,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)21.1
    
    Subsidiaries of the Registrant. (Reference is made to Exhibit
21.1 to the Registrants Form 10-K for the year ended December 31,
2007, Commission File No. 1-10581, which exhibit is incorporated
herein by reference.)23.1
    
    Consent of Independent Registered Public Accounting Firm.
(Reference is made to Exhibit 23.1 to the Registrants Form 10-K
for the year ended December 31, 2007, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)31.1
    
    Certification of the Chief Executive Officer dated March 17, 2008
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(Reference is made to Exhibit 31.1 to the Registrants Form 10-K
for the year ended December 31, 2007, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)31.1.1
    
    Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer dated March 17, 2008
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(Reference is made to Exhibit 31.2 to the Registrants Form 10-K
for the year ended December 31, 2007, Commission File No. 1-10581,
which exhibit is incorporated herein by reference.)31.2.1
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Reference is made to Exhibit 32.1 to
the Registrants Form 10-K for the year ended December 31, 2007,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)32.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Reference is made to Exhibit 32.2 to
the Registrants Form 10-K for the year ended December 31, 2007,
Commission File No. 1-10581, which exhibit is incorporated herein
by reference.)
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.
    
    Filed herewith. -29-




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SIGNATURES
  BENTLEY PHARMACEUTICALS, INC.By:
    /s/ James R. MurphyJames R. MurphyChairman and Chief Executive Officer