Attached files
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| EX-10.1 - Altimmune, Inc. | v206713_ex10-1.htm |
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): December 23,
2010
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One Park Place, Suite
450, Annapolis, Maryland
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21401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (410) 269-2600
(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
3.02.
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Unregistered
Sales of Equity Securities.
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On November 3, 2010, certain of our
affiliates, officers and directors, who owned some of our 10% convertible senior
notes due July 2011, converted their notes into an aggregate of approximately
3.4 million shares of our common stock. These converting noteholders received
cash payments from the proceeds of the offering of approximately $0.6 million in
the aggregate, corresponding to the interest they would have accrued following
conversion had they held the notes to maturity. As of December 29,
2010, substantially all remaining holders of these notes in the aggregate
principal amount (plus accrued interest) of approximately $13.1 million,
including affiliates, have converted their notes, resulting in the issuance of
approximately 5.2 million shares of our common stock, while one small noteholder
elected to have his notes redeemed for cash on December 29, 2010. Of
this group of remaining holders, holders of notes in the aggregate principal
amount (plus accrued interest) of approximately $8.4 million elected to accept
our early conversion offer and received cash payments of approximately $0.3
million in the aggregate, corresponding to the interest they would have accrued
following conversion had they held the notes to maturity. At December 29, 2010,
none of the 10% convertible notes remain outstanding.
The shares issued upon the conversions
above were issued in reliance on the exemption from registration provided by
4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 23, 2010, PharmAthene, Inc.
(the “Company”) entered into a new employment agreement (the “Agreement”) with
its President and Chief Executive Officer, Eric I. Richman, for the period
commencing on January 1, 2011 and ending on the first anniversary of such
date. The term of the Agreement is automatically extended for an
additional year on each anniversary unless 90 days' prior written notice of
non-extension is provided, provided that a nonrenewal by the Company is treated
as a termination without cause under the Agreement
Under the Agreement, Mr. Richman is
paid an annual base salary of $435,000, subject to annual review and increase at
the option of the Compensation Committee of the Company’s Board of Directors
(the “Compensation Committee”). Mr. Richman is also eligible for an
annual cash bonus, the target of which is no less than 60% of his base salary,
based on the achievement of certain corporate objectives. The
corporate objectives will be determined by the Compensation Committee in
consultation with Mr. Richman, while the achievement of such objectives will be
determined by the Compensation Committee.
Pursuant to the Agreement, as of
December 23, 2010 Mr. Richman was granted an option, under the Company’s 2007
Long-Term Incentive Compensation Plan, as amended (the “Plan”), to purchase
225,000 shares of the Company’s common stock at an exercise price of $3.91 per
share, the closing price of the Company’s common stock on the NYSE Amex on
December 23, 2010. The option, which has a term of ten years, vests
over a 4 year period with 25% each vesting on the first, second, third and
fourth anniversaries of the grant date. In the event of a change in
control during Mr. Richman's employment period and a termination other than for
cause or a termination for good reason occurs on or within twelve months of the
consummation of the change in control, all equity issued by the Company held by
Mr. Richman and not then vested (except for the restricted stock awards which
are treated as described below) will immediately and fully vest.
In accordance with the Agreement, Mr.
Richman received a cash bonus for 2010 consistent with the previously-disclosed
terms of the 2010 bonus program. In addition, as of December 23,
2010, Mr. Richman was granted 35,000 shares of restricted stock of the Company
under the 2007 Plan, which vest in full on the three month anniversary of the
grant date, subject to accelerated vesting on the date of the earlier of (i) Mr.
Richman’s termination of employment with the Company for any reason other than a
voluntary resignation and (ii) the consummation of a change in
control.
Under the terms of the Agreement, if
Mr. Richman is terminated other than for cause or he resigns for good reason, he
is entitled to receive, in addition to unpaid salary and expenses and payment of
accrued incentive compensation amounts, (A) severance payments in the form of a
continuation of his base salary in effect immediately prior to the termination
for a period of 12 months following the termination, (B) a lump-sum payment
equal to the accrued portion of his target bonus, including any unpaid portion
of the prior year’s bonus, (C) accelerated vesting of any unvested portion of
the May 18, 2010 option grant, and (D) COBRA coverage, to the extent elected,
provided at the same premiums as are charged to active employees for the same
level of group health coverage for a period of 12 months following termination,
all of which are payable in consideration for and only after he executes a
general release containing terms reasonably satisfactory to us. The
same provisions apply if Mr. Richman is terminated without cause or he resigns
for good reason within 12 months of a change of control and no new employment
agreement has been entered into within 90 days of such change of control, except
that Mr. Richman’s severance payment would be made in one lump-sum payment
corresponding to 18 months’ salary, he would also receive his target bonus for
the year of termination and all equity-based awards held by Mr. Richman would be
deemed fully vested as of the date of termination.
The Agreement specifies that Mr.
Richman’s previous employment agreement with the Company is terminated as of
January 1, 2011, other than with respect to provisions that specifically survive
a termination thereof and other than with respect to the provision in Amendment
No. 1 to his previous employment agreement relating to the grant of options to
purchase 100,000 shares of the Company’s common stock, which vest in full on May
2, 2011 subject to acceleration. The description of such provision is
incorporated herein by reference to Item 5.02 of the Company’s current report on
Form 8-K filed on May 24, 2010.The foregoing summary of the Agreement is
qualified in its entirety by the full text of the Agreement, which is attached
to this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Employment
Agreement, dated as of December 23, 2010, between the Company and Eric I.
Richman.
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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.
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PHARMATHENE,
INC.
(Registrant)
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Date: December
29, 2010
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By:
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/s/
Jordan P. Karp, Esq.
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Jordan
P. Karp, Esq.
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Senior
Vice President and General Counsel
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