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): September 1, 2010
REGENERX BIOPHARMACEUTICALS,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-15070
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52-1253406
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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15245 Shady Grove Road, Suite
470
Rockville, Maryland
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20850
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(301) 208-9191
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(Former name or former address if changed since last report.)
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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)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d)
Appointment of R. Don
Elsey as Director of the Company
On
September 1, 2010, the Board of Directors of RegeneRx Biopharmaceuticals,
Inc. (the “
Company
”) appointed Mr. R. Don Elsey
as a director of the Company. Mr. Elsey’s term will expire at the
2011 Annual Meeting of Stockholders. There is no arrangement or understanding
between Mr. Elsey and any other person pursuant to which he was selected
as a director, and there is no family relationship between Mr. Elsey and
any of the Company’s other directors or executive officers.
Mr. Elsey has also been appointed to each of the Audit Committee and
Compensation Committee of the Company’s Board of Directors.
Additional
information regarding Mr. Elsey is set forth below:
R. Don
Elsey
. R. Don Elsey, age 57, has served as senior vice president, finance
and administration of Emergent BioSolutions Inc., a publicly held
biopharmaceutical company, since May 2007, and as its chief financial
officer since March 2006 and Treasurer since June 2005.
Mr. Elsey previously served as vice president, finance of Emergent
BioSolutions from June 2005 to May 2007. He served as the director of
finance and administration at IGEN International, Inc., a publicly held
biotechnology company, and its successor BioVeris Corporation, from
April 2000 to June 2005. Prior to joining IGEN, Mr. Elsey served
as director of finance at Applera, a genomics and sequencing company, and in
several finance positions at International Business Machines, Inc. He received
an M.B.A. in finance and a B.A. in economics from Michigan State University.
Mr. Elsey is a certified management accountant.
Mr. Elsey will
be compensated in accordance with the Company’s director compensation
policy in effect from time to time. He will receive a cash retainer at the rate
of $13,905 per year and will also be eligible to receive $1,288 for each Board
meeting attended in person and $412 for each Board meeting attended by
telephone, and an additional $515 for each committee meeting attended, whether
in person or by telephone. The Company will also reimburse Mr. Elsey for
expenses incurred in attending meetings of the Board and other events attended
on the Company’s behalf and at its request.
In addition,
Mr. Elsey was granted a non-qualified stock option under the
Company’s 2010 Stock Incentive Plan to purchase 40,000 shares of the
Company’s common stock at an exercise price equal to the closing price of
the Company’s common stock on September 1, 2010, the date of grant.
The option will vest over four years, with 25% of the shares underlying the
option vesting on the first through fourth anniversaries of the grant date.
On
September 2, 2010, the Company issued a press release announcing the
appointment of Mr. Elsey to the Board of Directors of the Company. A copy
of this press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
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Number
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Exhibit Description
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99.1
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Press Release, dated September 2,
2010.
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