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EX-10.1 - EXHIBIT 10.1 - DISCOVERY LABORATORIES INC /DE/ex10_1.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

May 4, 2012

Date of Report (Date of earliest event reported)

Discovery Laboratories, Inc.
(Exact name of registrant as specified in its charter)

Delaware
000-26422
94-3171943
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

2600 Kelly Road, Suite 100
Warrington, Pennsylvania 18976
(Address of principal executive offices)

(215) 488-9300
(Registrant's telephone number, including area code)

(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 May 10, 2012, Discovery Laboratories, Inc. (the “Company”) filed a Current Report on Form 8-K, dated May 4, 2012 (the “Current Report”), regarding the entry into employment agreements and compensatory arrangements with certain of its executive officers. This Current Report on Form 8-K/A (the “Amendment”) is being filed to amend our Current Report. The sole purpose of this Amendment is to file a revised Employment Agreement between the Company and our executive officer Thomas F. Miller, to fix typographical errors in the agreement filed as Exhibit 10.3 with the Current Report.  The revised agreement is attached hereto as Exhibit 10.1, the text of which is incorporated herein by reference.  No other changes have been made to the Current Report.

Item 9.01.
Financial Statements and Exhibits.

 
(d)
Exhibits

 
Employment Agreement dated as of May 4, 2012 by and between Discovery Laboratories, Inc. and Thomas F. Miller.

   

Cautionary Note Regarding Forward-looking Statements:

To the extent that statements in this Current Report on Form 8-K are not strictly historical, including statements as to business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company’s product development or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Such risks and others are further described in the Company's filings with the Securities and Exchange Commission including the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto.
 
 
 

 
 
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.
 
 
Discovery Laboratories, Inc.
 
  
     
 
By
/s/ W. Thomas Amick
 
 
Name:
W. Thomas Amick
 
 
Title:
Chairman of the Board and Chief Executive Officer
 

Date:  May 11, 2012