UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 25, 2006
| |
|
|
| EPIX Pharmaceuticals, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| |
| |
|
|
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| |
| |
|
|
| 000-21863 |
|
04-3030815 |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| |
|
|
| 161 First Street, Cambridge, Massachusetts |
|
02142 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
| |
|
|
| |
|
|
| (617) 250-6000 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| |
|
|
| |
| (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))
Item 1.01. Entry into a Material Definitive Agreement.
On July 25, 2006, Robert Pelletier resigned as Principal Accounting Officer and Executive
Director of Finance of EPIX Pharmaceuticals, Inc. (the “Company”) effective August 10, 2006 (the
“Separation Date”). In connection with Mr. Pelletier’s resignation, on July 25, 2006, the Company
entered into a Retention Agreement with Mr. Pelletier. Pursuant to the terms of the Retention
Agreement, and contingent upon Mr. Pelletier’s continued employment and performance through the
Separation Date, the Company will pay Mr. Pelletier a lump sum of $68,667 (the “Retention Pay”) on
the Separation Date. Notwithstanding the foregoing, in the event that, prior to the Separation
Date, Mr. Pelletier’s employment is terminated by the Company without Cause or by Mr. Pelletier for
Good Reason (as such capitalized terms are defined in the Retention Agreement), the Company will
pay the Retention Pay to Mr. Pelletier on the first regular pay date following such termination.
In addition, pursuant to the Retention Agreement, Mr. Pelletier will continue to receive his
current salary, accrue vacation time, vest in existing option grants and will continue to be
eligible to participate in the Company’s benefit plans through the Separation Date. Under the
terms of the Retention Agreement, Mr. Pelletier has waived his rights to assert legal claims
against the Company based on matters arising through the Separation Date and reaffirmed his
continuing obligations under his invention and non-disclosure agreement with the Company.
The foregoing description of the Retention Agreement is not complete and is qualified in its
entirety by reference to the Retention Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
In addition, on July 25, 2006, the Company entered into a Consulting Agreement with Mr.
Pelletier. Pursuant to the Consulting Agreement, beginning on August 11, 2006 and continuing until
December 31, 2006 (the “Consulting Term”), provided that Mr. Pelletier has continued his employment
with the Company through the Separation Date, Mr. Pelletier will provide financial and accounting
services (the “Consulting Services”) to the Company on an independent contractor basis. Mr.
Pelletier will provide Consulting Services to the Company for up to forty hours per week at such
times and locations that are mutually agreeable to both parties. During the Consulting Term, the
Company will pay Mr. Pelletier a fee of $17,379 per month, provided, however, that if Mr. Pelletier
elects, in accordance with the Consulting Agreement, to reduce the number of hours per week that he
will provide Consulting Services, the Company will pay Mr. Pelletier $200 per hour actually worked
on behalf of the Company. Payment will be made within thirty days following receipt of an invoice
by the Company. In addition, Mr. Pelletier’s non-qualified option grants will continue to vest
during the Consulting Term. Under the terms of the Consulting Agreement, Mr. Pelletier has
reaffirmed his continuing obligations under his invention and non-disclosure agreement with the
Company.
Mr. Pelletier may terminate the Consulting Agreement upon seven days advance written notice to
the Company. The Company may terminate the Consulting Agreement prior to December 31, 2006 only
for Cause, as such term is defined in the Retention Agreement disclosed above. In the event Mr.
Pelletier terminates his services under the Consulting Agreement, all of Mr. Pelletier’s
compensation shall cease and all unvested options shall terminate.
The foregoing description of the Consulting Agreement is not complete and is qualified in its
entirety by reference to the Consulting Agreement, which is filed as Exhibit 99.2 hereto and is
incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(a), (c) and (d): Not applicable.
(b): As noted above, on July 25, 2006, Robert Pelletier resigned as the Company’s Principal
Accounting Officer and Executive Director of Finance effective August 10, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
| |
|
|
| Exhibit Number |
|
Description |
|
|
|
99.1
|
|
Retention Agreement by and between EPIX Pharmaceuticals, Inc. and Robert Pelletier, dated July
25, 2006 |
99.2
|
|
Consulting Agreement by and between EPIX Pharmaceuticals, Inc. and Robert Pelletier, dated July 25, 2006 |