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EX-10.1 - EXHIBIT 10.1 - VIA Pharmaceuticals, Inc. | c00418exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2010
VIA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-27264 | 33-0687976 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
750 Battery Street, Suite 330 San Francisco, CA |
94111 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (415) 283-2200
N/A
(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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2010, VIA Pharmaceuticals, Inc. (the Company) appointed Karen S.
Wright, Vice President, Controller, as an executive officer who will serve as the principal
financial officer of the Company following the restructuring of the Company, as more fully
described in the Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission (the SEC) on March 31, 2010.
Karen S. Wright, age 54, has served as Vice President, Controller since December 2006 and as a
consultant to the Company from December 2005 through November 2006. Prior to joining the Company,
Ms. Wright was Vice President Finance, Corporate Controller at Intermune, Inc. from December 2004
through November 2006. Ms. Wright was Senior Director Finance at Cytokinetics, Inc. from November
2001 through December 2004. From 1997 through 2001, Ms. Wright served as the Senior Director of
Finance at Elan Pharmaceuticals, Inc. (formerly Athena Neurosciences). Ms. Wright served in
various positions at Genentech, Inc. from 1984 through 1997, most recently as Senior Controller for
the Research and Development Group. Previous to her biotech experience, Ms. Wright practiced in
public accounting from 1977 through 1984. Ms. Wright holds a B.S. in Business from the University
of California at Berkeley Business School, with an emphasis in accounting and marketing.
There are no family relationships between Ms. Wright and any of the Companys directors or
executive officers and neither she nor any of her immediate family members have ever received, been
involved in or are currently proposing any transaction with the Company pursuant to Item 404 of
Regulation S-K.
Ms. Wright is employed by the Company pursuant to the terms of an offer letter dated as of
October 13, 2006 (as amended, the Wright Offer Letter) which provides for an initial
annual salary of $225,000. Ms. Wrights current annual salary is $244,400. Upon consummation of
the merger between privately-held VIA Pharmaceuticals, Inc. and Corautus Genetics Inc. in June 2007
(the Merger), the Company succeeded to and assumed all of the rights and obligations of
privately-held VIA Pharmaceuticals, Inc. under the Wright Offer Letter. On November 29, 2006,
pursuant to the terms of the Wright Offer Letter, the board of directors of privately-held VIA
Pharmaceuticals, Inc. granted Ms. Wright an option to purchase 85,000 shares of privately-held VIA
Pharmaceuticals, Inc. common stock. Options to purchase 17,000 of those shares vested and became
exercisable on December 4, 2007 with the remainder vesting at the rate of 1/48th each
month thereafter. In connection with the Merger, holders of privately-held VIA Pharmaceuticals,
Inc. stock and options exchanged their holdings in privately-held VIA Pharmaceuticals, Inc. for
stock and options in the Company based on an exchange ratio of 0.371721 (which ratio reflected the
1-for-15 reverse stock split effectuated by the Company immediately prior to the consummation of
the Merger). As of April 30, 2010, Ms. Wright beneficially owns 63,826 shares of common stock of
the Company and stock options to purchase 55,991 shares of common stock of the Company. Of the
63,826 shares, 30,000 shares are restricted stock which were granted by the compensation committee
of the board of directors of the Company on December 17, 2008 under the VIA Pharmaceuticals, Inc.
2007 Incentive Award Plan. The restricted stock is not transferable and is subject to forfeiture
in the event Ms. Wright terminates employment or service for any reason, at any time prior to
vesting, whether such termination is occasioned by Ms. Wright or the Company. 1/24th of
the restricted stock vests on the 17th day of each month starting after December 17,
2008, subject to earlier vesting in full in certain circumstances, as more fully described in the
Companys Form 8-K, filed with the SEC on December 23, 2008.
Under the Wright Offer Letter, if Ms. Wrights employment is terminated by the Company without
cause, and Ms. Wright signs and does not revoke a release of claims against the Company, then she
will be entitled to the following severance:
| three months base salary; and | ||
| continued coverage under the Companys group health benefits on the same terms as if she remained an active employee for a period of six months. |
The foregoing description of the terms and conditions of the Wright Offer Letter set forth
herein does not purport to be complete and is qualified in its entirety by reference to the full
text of such document which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1
|
Letter Agreement, dated as of October 13, 2006, between VIA Pharmaceuticals, Inc. and Karen Wright |
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.
VIA PHARMACEUTICALS, INC. |
||||
Date: May 6, 2010 | By: | /s/ Lawrence K. Cohen | ||
Lawrence K. Cohen | ||||
President, Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Letter Agreement, dated as of October 13, 2006, between VIA Pharmaceuticals, Inc. and Karen Wright |