- Amended Current report filing (8-K/A)
18 9월 2010 - 5:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 17,
2010 (September 16, 2010)
ALLOS THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29815
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54-1655029
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado
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80020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
telephone number, including area code:
(303)
426-6262
Not applicable
(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 (see
General Instruction A.2. below):
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))
Explanatory Note
On September 2, 2010, Allos Therapeutics, Inc.
(the
Company
) filed a Form 8-K
(the
Original Report
) to report
the appointment of Michael E. Schick to serve as the Companys Vice President,
Sales and Marketing and Bruce A. Goldsmith to serve as the Companys Vice
President, Corporate Development. The
Original Report did not include an employment agreement for Mr. Schick
because he had not yet entered into an employment agreement with the
Company. The Original Report did not
include an employment agreement for Dr. Goldsmith because he had entered
into an employment agreement with the Company prior to his appointment, but
such employment agreement was not amended in connection with his appointment
.
Pursuant
to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is filed for the purpose of reporting information
required under Item 5.02(c)(3) of Form 8-K. Item
5.02(c) of the Original Report is hereby amended as follows:
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Schick Employment Agreement
In
connection with Michael E. Schicks
appointment to serve as the Companys Vice President, Sales and Marketing,
Mr. Schick and the Company
entered into an employment agreement dated September 16, 2010 (the
Schick Employment Agreement
). The
following description of the Schick
Employment Agreement is qualified in its entirety by reference to the Schick Employment Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Pursuant
to the Schick Employment
Agreement, Mr. Schick earns
an annual base salary, which may be increased annually at the discretion of the
Companys Board of Directors (the
Board
).
Currently, Mr. Schick earns an annual base salary of $275,000. For 2010, Mr. Schick is also eligible for an annual discretionary bonus, based
60% on the achievement of the Companys corporate objectives and 40% on the
achievement of individual objectives, with a target bonus equal to 30% of his
annual base salary.
The
Schick Employment Agreement
provides that Mr. Schicks
employment is at-will and may be terminated by Mr. Schick or the Company at any time. However, if the Company
terminates Mr. Schicks
employment without just cause (as defined in the Schick Employment Agreement) or if he resigns for good reason
(as defined in the Schick Employment
Agreement), other than pursuant to a change in control (as defined in the Schick Employment Agreement), provided
that Mr. Schick executes a
general release in favor of the Company, Mr. Schick will be entitled to (a) his base salary for six months
following the date of termination, (b) payment of any accrued but unused
vacation and sick leave, and (c) payment of premiums for his group health
insurance COBRA continuation coverage for up to six months after the date of
termination.
The
Schick Employment Agreement also
provides that if the Company (or any surviving or acquiring corporation)
terminates Mr. Schicks
employment without just cause or if he resigns for good reason within one month
prior to or twelve months following the effective date of a change in control
(a
Schick
Change in Control Termination
), and upon the execution of a
release by Mr. Schick in
favor of the Company (or any surviving or acquiring corporation), Mr. Schick will be entitled to: (i) a
lump-sum cash payment in an amount equal to (A) his annual base salary
then in effect, plus (B) the greater of (1) his annualized target
bonus award for the year in which his employment terminates or (2) the
annual bonus amount paid to him in the immediately preceding year;
(ii) payment of any accrued but unused vacation and sick leave; (iii) payment
of his target bonus award for the year in which his employment terminates,
prorated through the date of the Schick
Change in Control Termination; (iv) payment of premiums for his group
health insurance COBRA continuation coverage for up to twelve months following
a Schick Change in Control
Termination; and (v) payment for outplacement assistance services from an
outplacement agency selected by him for six months following a Schick Change in Control Termination,
up to maximum of $7,500 in aggregate.
2
In addition, in the event of a Schick
Change in Control Termination, if any surviving corporation or acquiring
corporation assumes Mr. Schicks
stock options and/or equity awards, as applicable, or substitutes similar stock
options or equity awards for his stock options and/or equity awards, as
applicable, in accordance with the terms of the Companys equity incentive
plans, then (i) the vesting of all of his stock options and/or equity
awards (or any substitute stock options or equity awards), as applicable, shall
be accelerated in full and (ii) the term and the period during which his
stock options may be exercised shall be extended to twelve months after the
date of his termination of employment.
Goldsmith Employment Agreement
In
connection with Bruce A. Goldsmiths
appointment to serve as the Companys Vice President, Corporate Development,
Dr. Goldsmith and the
Company entered into an employment agreement dated April 29, 2009 (the
April 29
Employment
Agreement
), as amended on May 22, 2009 (the
May 22
Amendment
, and together with the April 29
Employment Agreement, the
Goldsmith Employment Agreement
).
The following description of the Goldsmith
Employment Agreement is qualified in its entirety by reference to the April 29
Employment Agreement, a copy of
which is attached hereto as Exhibit 10.2 and incorporated herein by
reference, and the May 22 Amendment,
a copy of which is attached hereto as Exhibit 10.3 and incorporated herein
by reference.
Pursuant
to the Goldsmith Employment
Agreement, Dr. Goldsmith
earns an annual base salary, which may be increased annually at the discretion
of the Board. Currently, Dr. Goldsmith
earns an annual base salary of $300,000. For 2010, Dr. Goldsmith is also eligible for an annual discretionary bonus,
based 60% on the achievement of the Companys corporate objectives and 40% on
the achievement of individual objectives, with a target bonus equal to 30% of
his annual base salary.
The
Goldsmith Employment Agreement
provides that Dr. Goldsmiths
employment is at-will and may be terminated by Dr. Goldsmith or the Company at any time. However, if the
Company terminates Dr. Goldsmiths
employment without just cause (as defined in the Goldsmith Employment Agreement) or if he resigns for good reason
(as defined in the Goldsmith
Employment Agreement), other than pursuant to a change in control (as defined
in the Goldsmith Employment
Agreement), provided that Dr. Goldsmith
executes a general release in favor of the Company, Dr. Goldsmith will be entitled to (a) his
base salary for six months following the date of termination, (b) payment
of any accrued but unused vacation and sick leave, and (c) payment of
premiums for his group health insurance COBRA continuation coverage for up to
six months after the date of termination.
The
Goldsmith Employment Agreement
also provides that if the Company (or any surviving or acquiring corporation)
terminates Mr. Goldsmiths
employment without just cause or if he resigns for good reason within one month
prior to or twelve months following the effective date of a change in control
(a
Goldsmith
Change in Control Termination
), and upon
the execution of a release by Dr. Goldsmith
in favor of the Company (or any surviving or acquiring corporation), Dr. Goldsmith will be entitled to: (i) a
lump-sum cash payment in an amount equal to (A) his annual base salary
then in effect, plus (B) the greater of (1) his annualized target
bonus award for the year in which his employment terminates or (2) the
annual bonus amount paid to him in the immediately preceding year; (ii) payment
of any accrued but unused vacation and sick leave; (iii) payment of his
target bonus award for the year in which his employment terminates, prorated
through the date of the Goldsmith
Change in Control Termination; (iv) payment of premiums for his group
health insurance COBRA continuation coverage for up to twelve months following
a Goldsmith Change in Control
Termination; and (v) payment for outplacement assistance services from an
outplacement agency selected by him for six months following a Goldsmith Change in Control
Termination, up to maximum of $7,500 in aggregate.
In
addition, in the event of a Goldsmith Change in Control Termination,
if any surviving corporation or acquiring corporation assumes Dr. Goldsmiths stock options and/or
equity awards, as applicable, or substitutes similar stock options or equity
awards for his stock options and/or equity awards, as applicable, in accordance
with the terms of the Companys equity incentive plans, then (i) the
vesting of all of his stock options and/or equity awards (or any substitute
stock options or equity awards), as applicable, shall be accelerated in full
and (ii) the term and the period during which his stock options may be
exercised shall be extended to twelve months after the date of his termination
of employment.
3
Item 9.01.
Financial Statements and Exhibits.
Exhibit No.
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Description
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10.1
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Employment
Agreement, effective September 16, 2010, between Allos
Therapeutics, Inc. and Michael
E. Schick
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10.2
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Employment
Agreement, effective April 29, 2009, between Allos
Therapeutics, Inc. and Bruce A. Goldsmith
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10.3
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First
Amendment to Employment Agreement, effective May 22, 2009, between Allos
Therapeutics, Inc. and Bruce A. Goldsmith
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4
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.
Dated: September 17, 2010
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/
Marc H. Graboyes
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Marc
H. Graboyes
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Its:
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Senior
Vice President, General Counsel and Secretary
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5
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Employment
Agreement, effective September 16, 2010, between Allos
Therapeutics, Inc. and Michael
E. Schick
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10.2
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Employment
Agreement, effective April 29, 2009, between Allos
Therapeutics, Inc. and Bruce A. Goldsmith
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10.3
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First
Amendment to Employment Agreement, effective May 22, 2009, between Allos
Therapeutics, Inc. and Bruce A. Goldsmith
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6
Allos Therapeutics, Inc. (MM) (NASDAQ:ALTH)
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