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): December 16,
2010
ENTREMED,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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0-20713
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58-1959440
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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9640
Medical Center Drive
Rockville,
Maryland
(Address
of principal executive offices)
20850
(Zip Code)
(240)
864-2600
(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 filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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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. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Termination
of Principal Accounting Officer
On December 16, 2010, in
accordance with the terms of her employment agreement, the Board of Directors
(the “Board”) of EntreMed, Inc. (the “Company”) notified Kathy Wehmeir-Davis of
the termination of her employment as Principal Accounting Officer effective as
of January 15, 2011. The termination was “without cause” and did not
involve any disagreement between the Company and Ms. Wehmeir-Davis.
Appointment
of Principal Accounting Officer
On December 16, 2010, the Board of
Directors of the Company appointed Sara B. Capitelli as the Company’s
Vice-President, Finance and Principal Accounting Officer, effective January 10,
2011. There are no family relationships between Ms. Capitelli and any
employee of the Company, and Ms. Capitelli was not appointed pursuant to
any arrangement or understanding between her and the
Company. In addition, Ms. Capitelli did not have a direct or
indirect material interest in any transaction that would be required to be
disclosed under Item 404(a) of Regulation S-K.
Ms. Capitelli, 44, served as Controller
for the Association for Financial Professionals since May
2010. Prior to that, Ms. Capitelli was a Senior Manager with
Ernst & Young from 1999-2008, where she provided audit and consulting
services for small and large public and private companies, including to the
Company during a portion of Ernst & Young’s term as the Company’s
independent registered accountant. Prior to joining Ernst &
Young, Ms. Capitelli was Director, Financial Planning and Reporting of Cable
& Wireless USA, a wholly-owned subsidiary of Cable & Wireless
plc. Ms. Capitelli holds a CPA license in both Maryland and Virginia
and received her Bachelor of Science, Business Administration -
Accounting degree from Bucknell University.
The Board also authorized the Company
to enter into an employment agreement (the “Employment
Agreement”) with Ms. Capitelli containing the following material
terms:
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•
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a
one year term, with automatic one year extensions if the agreement is not
terminated upon 60 days prior notice by either
party;
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an
annual base salary of $170,000;
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an
annual bonus target of 25% of her base
salary;
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a
one-time signing bonus of $5,000;
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•
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a
stock option grant of 10,000 shares, to be granted upon the commencement
of Ms. Capitelli’s employment, with the exercise price per share equal to
the closing price of the Company’s stock on the date of grant and of which
25% shall vest immediately, with the remaining shares vesting equally over
a three-year period, subject to the terms and conditions of the Company’s
customary option award agreement;
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•
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severance
payment consisting of six months salary upon the termination of the
Employment Agreement due to death, disability, termination without “cause”
or if Ms. Capitelli resigns for “good reason” (as such terms are
defined in the Employment Agreement), unless Ms. Capitelli is terminated
for any of the foregoing reasons within the first three months of her
employment, in which case she shall receive three months severance;
and
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•
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an
agreement not to compete with the company for twelve months following
resignation for good reason and for six months in the event of termination
for any other reason.
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Additionally,
Ms. Capitelli shall enter into the Company’s customary change-in-control
agreement for executive officers (the “CIC Agreement”), the
form of which was previously filed as an exhibit to the Current Report on 8-K
filed by the Company on April 17, 2007. Pursuant to the terms of the CIC
Agreement, Ms. Capitelli shall receive twelve months salary upon her
termination following a change in control and the occurrence of a Triggering
Event (as such term is defined in the CIC Agreement), and a pro rata portion of
the annual bonus and continuation of health benefits for twelve months following
the date of termination. If there is a change-in-control and
the occurrence of a Triggering Event within the first six months of Ms.
Capitelli’s employment, she shall receive a severance payment of six months of
salary and continuation of health benefits for six months.
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.
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ENTREMED,
INC.
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/s/ Cynthia W. Hu
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Name:
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Cynthia
W. Hu
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Title:
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Chief
Operating Officer, General Counsel &
Secretary
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Date: December
22, 2010