Targeted Genetics Corp /WA/ - Current report filing (8-K)
13 3월 2008 - 6:24AM
Edgar (US Regulatory)
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): March 11, 2008
Targeted
Genetics Corporation
(Exact
name of registrant as specified in its charter)
Washington
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0-23930
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91-1549568
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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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1100
Olive Way, Suite 100, Seattle, Washington
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98101
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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
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(206) 623-7612
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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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(e).
Compensatory Arrangements of Certain Officers.
On
March
10, 2008, the Compensation Committee of the Board of Directors of Targeted
Genetics Corporation, or the Company, approved Amended and Restated Senior
Management Employment Agreements, or the Revised Agreements, to be entered
into
by each of H. Stewart Parker, the Company’s President and Chief Executive
Officer, Barrie J. Carter, the Company’s Executive Vice President and Chief
Scientific Officer and David J. Poston, the Company’s Vice President, Finance
and Chief Financial Officer. The Company and each of Ms. Parker, Dr. Carter
and
Mr. Poston entered into the Revised Agreements on March 11, 2008. The Revised
Agreements executed by each of Ms. Parker and Dr. Carter amend and restate
and
supersede in their entirety the Senior Management Employment Agreements entered
into by each of Ms. Parker and Dr. Carter in the form filed as Exhibit 10.2
to
the Company’s annual report on Form 10-K for the year ended December 31, 1996.
The Revised Agreement executed by Mr. Poston supersedes in its entirety the
Change in Control Agreement entered into between the Company and Mr. Poston
on
September 14, 2006 filed as Exhibit 10.1 to Form 8-K on September 20, 2006.
The
Revised Agreements executed by Ms. Parker and Dr. Carter amend the prior form
of
Senior Management Employment Agreement in the following material respects:
(i)
they increase the required notice period for termination of the agreement by
the
Company from thirty days to nine months; (ii) they add provisions intended
to
comply with Section 409A of the Internal Revenue Code of 1986, as amended;
(iii)
they provide that upon death or disability of the executive, executive’s
insurance benefits shall be limited to payment of COBRA premiums, if applicable;
(iv) they provide that following the termination of executive for good reason,
as such term is defined in the Revised Agreements, and other than for death,
disability or cause, as such terms are defined in the Revised Agreements,
following change in control, as such term is defined in the Revised Agreements,
payments by the Company to cover insurance will be limited to payment for up
to
a year of that portion of the COBRA premiums, if any, equal to the Company-paid
portion of comparable coverage as in effect on the date of termination; and
(v)
they contain a revised definition of good reason, as set forth in the Revised
Agreements.
The
Revised Agreement executed by Mr. Poston amends Mr. Poston’s Change in Control
Agreement in the following material respects: (i) the Revised Agreement
increases the required notice period for termination of the agreement by the
Company from thirty days to nine months; (ii) the Revised Agreement provides
that upon death or disability of the executive, executive’s insurance benefits
shall be limited to payment of COBRA premiums, if applicable; (iii) the Revised
Agreement provides that following the termination of executive for good reason,
as such term is defined in the Revised Agreement, and other than for death,
disability or cause, as such terms are defined in the Revised Agreement,
following change in control, as such term is defined in the Revised Agreement,
payments by the Company to cover insurance will be limited to payment for up
to
a year of that portion of the COBRA premiums, if any, equal to the Company-paid
portion of comparable coverage as in effect on the date of termination; (iv)
the
Revised Agreement has a two-year term subject to automatic renewal and continues
in effect until the second anniversary following a change in control; (v) the
Revised Agreement provides that while employed by the Company or a subsidiary
of
the Company following change in control, Mr. Poston shall receive salary no
less
than that in effect prior to the change in control and an average bonus equal
to
at least the average of the three annual bonuses paid to Mr. Poston in the
three
years prior to the change in control; and (vi) the Revised Agreement provides
for a tax “gross-up” payment for Mr. Poston in the event payments to him are
subject to excise taxes under Sections 280G and 4999 of the Internal Revenue
Code.
The
foregoing description of the Revised Agreements is qualified in its entirety
by
reference to the Amended and Restated Senior Management Employment Agreements
attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and incorporated
herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
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10.1
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and H. Stewart
Parker
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10.2
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and Barrie J.
Carter
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10.3
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and David J.
Poston
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TARGETED
GENETICS CORPORATION
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Dated:
March 12, 2008
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By:
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/s/
David J. Poston
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David
J. Poston
Vice
President Finance and Chief Financial Officer
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INDEX
TO EXHIBITS
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10.1
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and H. Stewart
Parker
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10.2
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and Barrie J.
Carter
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10.3
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Amended
and Restated Senior Management Employment Agreement, dated March
11, 2008,
between Targeted Genetics Corporation and David J.
Poston
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