Attached files
| file | filename |
|---|---|
| EX-10.2 - Talon Therapeutics, Inc. | v175148_ex10-2.htm |
| EX-10.1 - Talon Therapeutics, Inc. | v175148_ex10-1.htm |
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): February 16,
2010
Hana
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
001-32626
|
32-0064979
|
|
(Commission File
Number)
|
(IRS
Employer
|
|
Identification
No.)
|
7000
Shoreline Court, Suite 370
South
San Francisco, CA 94080
(Address
of principal executive offices and Zip Code)
(650)
588-6404
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Adoption
of 2010 Equity Incentive Plan
General.
On February 16, 2010, the Board of
Directors (the “Board”) of Hana Biosciences, Inc. (the “Company”) adopted
the Hana Biosciences, Inc. 2010 Equity Incentive Plan (the “2010
Plan”). Under the 2010 Plan, the Board or a committee appointed by
the Board may award nonqualified stock options, incentive stock options,
restricted stock, restricted stock units, performance awards, and stock
appreciation rights (collectively referred to as an "Award" or "Awards") to
participants. Officers, directors, employees or non-employee
consultants or advisors (the "Participants") of the Company (including its
subsidiaries and affiliates) are eligible to receive Awards under the 2010 Plan.
Set forth below is a general description of the material features of the 2010
Plan. This summary is qualified in its entirety by reference to the
complete 2010 Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Shares
Available.
The total number of shares of the
Company's common stock available for grants of Awards to Participants directly
or indirectly under the 2010 Plan is 8,000,000 shares. If any Awards
granted under the 2010 Plan expire or terminate prior to exercise or otherwise
lapse, the shares subject to such portion of the Award are available for
subsequent grants of Awards.
Administration.
The 2010 Plan may be administered by
the Board or by a committee of the Board (hereinafter referred to as the
"Administrator"). Any committee appointed by the Board to administer the 2010
Plan shall consist of at least two "non-employee" directors (as defined in
Rule 16b-3, or any successor provision, of the General Rules and
Regulations under the Securities Exchange Act of 1934). The Administrator has
broad powers to administer and interpret the 2010 Plan, including the authority:
(i) to establish rules for the administration of the 2010 Plan;
(ii) to select the Participants in the 2010 Plan; (iii) to determine
the types of Awards to be granted and the number of shares covered by such
Awards; and (iv) to set the terms and conditions of such Awards. All
determinations and interpretations of the Administrator are binding on all
interested parties.
Types
of Awards.
Options. Options
granted under the 2010 Plan may be either "incentive" stock options within the
meaning of Section 422 of the Internal Revenue Code ("I.R.C.") or
"nonqualified" stock options that do not qualify for special tax treatment under
Section 422 or similar provisions of the I.R.C. The per share
exercise price for stock options granted under the 2010 Plan will not be
less than the fair market value of a share of the Company's common stock on the
date the stock option is granted.
The period during which an option may
be exercised and whether the option will be exercisable immediately, in stages,
or otherwise is set by the Administrator. An incentive stock option may not be
exercisable more than ten years from the date of grant. Participants generally
may pay for shares upon exercise of options (i) with cash or check, (ii) by
transfer to the Company of previously acquired shares of the Company’s common
stock, (iii) through the withholding of shares of common stock from the number
of shares otherwise issuable upon exercise of the option, (iv) through
broker-assisted cashless exercise, or (v) by a combination
thereof. Each incentive option granted under the 2010 Plan is
nontransferable during the lifetime of the Participant. A nonqualified stock
option may, if permitted by the Administrator, be transferred to certain family
members, family limited partnerships and family trusts.
The Administrator may, in its
discretion, modify or impose additional restrictions on the term or
exercisability of an option. The Administrator may also determine the effect
that a Participant's termination of employment with the Company or a subsidiary
may have on the exercisability of such option. The grants of stock options under
the 2010 Plan are subject to the Administrator's discretion. Consequently,
future grants to eligible Participants cannot be determined at this
time.
On February 16, 2010, in connection
with its adoption of the 2010 Plan, the Board also adopted and approved a form
of stock option agreement, a copy of which is attached hereto as Exhibit 10.2
and incorporated herein by reference.
Restricted Stock
Awards. The
Administrator is also authorized to grant awards of restricted stock. Recipients
of restricted stock awards are entitled to vote the shares and receive any
dividends with respect to the shares from the date the award is
made. Each restricted stock award shall be evidenced by a written
restricted stock agreement setting forth the risks of forfeiture and specifying
when such risks of forfeiture shall lapse. Restricted stock awards
are not transferable by the Participant, other than by will or by the laws of
descent and distribution, prior to the date the risks of forfeiture have
lapsed.
Restricted Stock
Unit Awards. Unlike restricted
stock awards, no stock is issued at the time a restricted stock unit award is
granted, and grantees have no rights as stockholders until the risks of
forfeiture specified in the restricted stock unit agreement lapse, at which time
the grantee is entitled to either the underlying shares or the cash value of
such shares, with the Company—not the grantee—making the determination between
payment in shares or cash. Restricted stock unit awards are not
transferable by the Participant, other than by will or by the laws of descent
and distribution, prior to the date the risks of forfeiture have
lapsed.
Performance
Awards. Performance awards
are conceptually similar to restricted stock unit awards, but include specified
performance objectives that must be met. Performance awards are paid in either
performance units or performance shares. Performance units are paid in cash.
Performance share awards are paid in stock. No stock is issued at the time a
performance share award is granted, and grantees have no rights as stockholders
unless and until the award vests. The vesting of any performance award is tied
to the achievement of one or more "Performance Objectives," which may relate to
either the Company's or the grantee's performance. Once the stated Performance
Objectives are achieved, the grantee is entitled to the cash or underlying
shares. Performance awards are not transferable by the Participant,
other than by will or by the laws of descent and distribution.
Stock
Appreciation Rights. A stock appreciation right is a right to
receive, upon exercise, a number of shares, cash, or any combination thereof,
having a value equal to the excess of (i) the fair market value of a specified
number of shares of the Company’s common stock on the date of such exercise,
over (ii) a specified exercise price. Stock appreciation rights are
not transferable by the Participant, other than by will or by the laws of
descent and distribution.
Term.
The
2010 Plan was effective upon its adoption by the Board on February 16, 2010.
While Awards may be granted prior to the 2010 Plan being approved by the
Company’s stockholders, incentive stock options shall be treated as nonqualified
stock options if stockholder approval is not obtained by February 16,
2011. Incentive stock options may be granted pursuant to the 2010
Plan until February 16, 2020. Other Awards may be granted pursuant to the 2010
Plan from time to time until the 2010 Plan is discontinued or terminated by the
Administrator.
Amendment.
The Board of Directors may terminate or
amend the 2010 Plan, except that the terms of Award agreements then outstanding
may not be adversely affected without the consent of the Participant. The Board
of Directors may not amend the 2010 Plan to materially increase the total number
of shares of common stock available for issuance under the 2010 Plan, decrease
the price at which options may be granted, materially increase the benefits
accruing to any individual or materially modify the requirements for eligibility
to participate in the 2010 Plan without the approval of the Company's
stockholders if such approval is required to comply with the I.R.C. or other
applicable laws or regulations.
Stock
Option Awards & 2010 Base Salaries
Also on February 16, 2010, the Board
authorized stock option awards and base salary increases for certain executive
officers, as reflected in the table below. The stock options
identified below as “Standard Stock Options” are ten-year options that vest as
to one-third of the underlying shares of common stock on the first anniversary
of the grant date, with the remaining two-thirds vesting ratably on a monthly
basis over the following 24 months. The stock options identified
below as “Performance Stock Options” have the same term and vesting schedule as
the Standard Stock Options, provided that the vesting of these options is also
subject to the achievement of specified regulatory milestones relating to the
Company’s Marqibo product candidate. The exercise price of each stock
option granted on February 16, 2010 is $0.19 per share of common
stock, which represents the closing sale price of the Company’s common stock on
such date.
|
Name
|
Title
|
2010
Base Salary
|
Standard
Stock Options
|
Performance
Stock Options
|
||
|
Steven
R. Deitcher
|
President
& CEO
|
$441,000
|
1,000,000
|
500,000
|
||
|
Anne
E. Hagey
|
VP,
Chief Medical Officer
|
$345,000
|
350,000
|
350,000
|
||
|
Tyler
M. Nielsen
|
Controller
and Interim CFO
|
$145,600
|
40,000
|
40,000
|
Amendment
of 2003 Stock Option Plan and 2004 Stock Incentive Plan
Also on February 16, 2010, the Board
adopted amendments to the Company’s 2003 Stock Option Plan (the “2003 Plan”) and
2004 Stock Incentive Plan (the “2004 Plan”). Pursuant to the
amendments, the number of shares of common stock authorized for issuance under
the 2003 Plan was reduced from 1,410,068 to 528,342, of which 259,664 shares are
reserved for issuance pursuant to the exercise of outstanding stock options, and
268,678 shares have previously been issued under the 2003
Plan. Similarly, the number of shares of common stock authorized for
issuance under the 2004 Plan was reduced from 7,000,000 to 4,747,257, of which
4,279,661 shares are reserved for issuance pursuant to the exercise of
outstanding stock options, and 467,596 shares have previously been issued under
the 2004 Plan. The Company intends for all future stock option awards
to be issued under the 2010 Plan, with no additional awards being issued under
the 2003 Plan or 2004 Plan.
|
Item
9.01.
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Financial
Statements and Exhibits.
|
(d) Exhibits. The following
exhibits are filed herewith.
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Exhibit
No.
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Description
|
||
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10.1
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Hana
Biosciences, Inc. 2010 Equity Incentive Plan
|
||
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10.2
|
Form
of Stock Option Agreement under 2010 Equity Incentive Plan
|
SIGNATURE
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.
| Date: February 22, 2010 | Hana Biosciences, Inc. | ||
|
|
By:
|
/s/ Tyler M. Nielsen | |
| Tyler M. Nielsen | |||
| Controller and Interim Chief Financial Officer | |||
EXHIBIT
INDEX
|
Ex.
No.
|
Description
|
|
|
10.1
|
Hana
Biosciences, Inc. 2010 Equity Incentive Plan
|
|
|
10.2
|
Form
of Stock Option Agreement under 2010 Equity Incentive
Plan
|