Attached files
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EX-99.1 - RESPONSE GENETICS INC | v183489_ex99-1.htm |
EX-10.1 - RESPONSE GENETICS INC | v183489_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): May 3,
2010
RESPONSE
GENETICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-1124608
|
11-3525548
|
||
(State or other
jurisdiction of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
1640
Marengo St., 6th Floor
Los
Angeles, California 90033
(323)
224-3900
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
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:
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
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 3,
2010, Response Genetics, Inc. (the “Company"), appointed David D. O’Toole as the
Company’s Vice President and Chief Financial Officer. In such role,
Mr. O’Toole will also serve as the Company’s principal financial
officer.
Mr.
O’Toole brings to the Company more than 20 years of financial experience
primarily focused in the life sciences and biotechnology industry. Previously,
Mr. O’Toole was Executive Vice President and Chief Financial Officer at Abraxis
Bioscience, Inc., a biotechnology company, where he was responsible for managing
its global finance and accounting department from June 2008 until August 2009.
Prior to joining Abraxis, Mr. O’Toole was a Partner at Deloitte & Touche LLP
from 2000 until June 2008, where he was responsible for senior relationship
management of large and medium sized life science and biotechnology companies in
Southern California. Mr. O’Toole served as a Partner at Deloitte in its tax
service group from 1997 until 2000, where he was responsible for developing
creative international tax planning ideas. Mr. O’Toole received a B.S. in
Accounting from the University of Arizona.
Employment Agreement of
David O’Toole, Vice President and Chief Financial Officer
The
Company and Mr. O’Toole entered into an employment agreement effective as of May
3, 2010 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr.
O’Toole is required to devote his full business time, attention and diligent
efforts to the Company’s business. Mr. O’Toole’s annual base salary will be
$255,000. Either the Company or Mr. O’Toole has the right to terminate Mr.
O’Toole’s employment for any reason.
On May 3,
2010, Mr. O’Toole was granted options to purchase 100,000 shares of the
Company’s common stock under the 2006 Employee, Director and Consultant Stock
Plan with an exercise price equal to the closing price of the Company’s common
stock on the NASDAQ Stock Market on May 3, 2010. Twenty-five percent of the
options will vest on each of the first four anniversaries of the grant date, in
each case subject to Mr. O’Toole’s continued employment by the Company. The
options will also vest immediately upon a change in control, as defined in the
employment agreement. Mr. O’Toole is eligible for additional option
grants as approved by our board of directors.
In the
event that a change in control occurs during the first three years of his
employment, and regardless of whether he is terminated, Mr. O’Toole will become
entitled to receive a cash payment equal to six months’ salary, in the case of a
change in control occurring during his first year of employment, or nine months’
salary, in the case of a change in control occurring during his second or third
year of employment, at his base salary rate at the time of the change in
control. In the event that any amounts received by Mr. O’Toole in connection
with a change in control, whether under the Employment Agreement or otherwise,
are considered excess parachute payments subject to additional excise taxes
under the Internal Revenue Code, the Employment Agreement provides that such
amounts will be reduced until no such amounts are considered excess parachute
payments, if such reduction will result in a greater after-tax payment to
him.
The
Employment Agreement also places certain confidentiality, assignment of
inventions, non-competition, and non-solicitation obligations on Mr.
O’Toole.
Item
9.01. Financial Statements and Exhibits
(d) The
following exhibits are being filed with this report
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Exhibit
Number Document
Description
10.1
Employment Agreement between Response Genetics, Inc. and David D.
O’Toole
99.1
Press Release Dated May 5, 2010
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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.
RESPONSE GENETICS,
INC.
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Dated:
May 5, 2010
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By:
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/s/ Kathleen Danenberg | |
Name: | Kathleen Danenberg | ||
Title: |
President and Chief
Executive Officer
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