Current Report Filing (8-k)
19 January 2018 - 9:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2018 (January 12, 2018)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31361
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35-2089858
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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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4131 ParkLake Ave., Suite #225
Raleigh, NC
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27612
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
919-582-9050
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 to the registrant under any of the following provisions:
☐
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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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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Item 1.02
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Termination of a Material Definitive Agreement
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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 January 12, 2018, BioDelivery Sciences International, Inc. (the Company) and Niraj Vasisht, the Companys Senior Vice
President and Chief Technology Officer (Vasisht), executed a Retirement Agreement (Retirement Agreement) memorializing the terms of Vasishts voluntary retirement from the Company, which will be effective
February 4, 2018 (the Retirement Date, with the period from January 12, 2018, to the Retirement Date being referred to herein as the Transition Period).
Pursuant to the Retirement Agreement, Vasisht will continue to serve as the Companys Senior Vice President and Chief Technology Officer
during the Transition Period. By entering into the Retirement Agreement, the Company and Vasisht agreed to terminate Vasishts employment agreement with the Company, dated October 8, 2008 (collectively with the related confidentiality
agreement between the Company and Vasisht, the Employment Agreement), as of the Retirement Date, subject to those provisions of the Employment Agreement which survive termination (as the same were modified by the Retirement Agreement),
including provisions related to confidentiality,
non-solicitation
and
non-competition.
Vasishts retirement follows his long and dedicated service with the Company
as well as the Companys
de-emphasis
on earlier stage product development initiatives.
In
connection with his retirement from the Company, and in consideration of his service to the Company (and in lieu of any similar benefits provided for in the Employment Agreement), Vasisht will receive the following benefits pursuant to the
Retirement Agreement:
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(i)
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a cash separation payment of $330,000.00 (less applicable withholdings), in two equal payments of $165,000.00 each: the first payment on January 20, 2018, the second payment on April 1, 2018;
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(ii)
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an additional cash payment equal to $20,000 (less applicable withholdings) to be paid on January 20, 2018, in consideration for a previously deferred raise in his base salary;
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(iii)
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if a Change of Control (as defined in the Employment Agreement) occurs before July 1, 2018, Vasisht will be entitled to the cash payments provided for in Paragraph 4(d) of the Employment Agreement (namely, a cash
payment equal to: (A) Vasishts annual base salary
plus
an amount equal to fifty percent (50%) of his such salary multiplied by (B) 1.5), but less the separation payments made under the Retirement Agreement; and
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(iv)
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for a period of 12 months from the Retirement Date, Vasisht will serve as a consultant to the Company as requested from time to time during such period with respect to the Companys research and development
operations at the rate of $200 per hour.
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In addition, pursuant to the Retirement Agreement:
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(i)
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as of the Retirement Date, all previously vested options held by Vasisht to purchase shares of Company common stock (Common Stock) will continue for the life of such options (as opposed to such options
terminating on the 90
th
day following the Retirement Date, as provided for in the Companys 2011 Equity Incentive Plan, as amended (the Plan));
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(ii)
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Vasisht will be entitled to receive his ordinary year end equity bonus award (in the form of restricted stock
units under the Plan (RSUs)) for his service as an officer of the Company during 2017, as determined by the Compensation Committee of the Board (the 2017
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Equity Award); provided, however, that (A) with respect to RSUs which by their terms would vest with the passage of time (Time Vesting RSUs), Vasisht shall receive a number
of shares of Common Stock equal to (1) the Net Present Value (as defined in the Retirement Agreement) of the Time Vesting RSUs that would have been issued to Vasisht for the 2017 Equity Award had he not retired divided by (2) the
30-day
volume weighted average price of the Common Stock (the
30-day
VWAP) as of the date of issuance of the 2017 Equity Bonus; and (B) with respect to RSUs
which by their terms would vest based on future performance (Performance Vesting RSUs), Vasisht shall receive a number of shares of Common Stock determined by multiplying the number of Performance Vesting RSUs that would have been issued
to Vasisht for the 2017 Equity Award had he not retired by 0.66;
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(iii)
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Vasisht shall receive one hundred percent (100%) of his regular award of vested Common Stock (the LTIP Stock) under the Companys Performance Long Term Incentive Plan (the
LTIP), with
the amount of such LTIP Stock to be determined and issued in accordance with the terms and provisions of the LTIP, in consideration for his work in 2017, and Vasisht shall also be considered for a bonus in consideration for his work in 2017 in
accordance with the normal procedures and conditions for award of a bonus; and
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(iv)
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as of the Retirement Date, all previously granted Time Vesting RSUs issued to Vasisht pursuant to the Plan that are unvested as of the Retirement Date shall terminate and, in lieu thereof, Vasisht shall receive a
one-time
issuance of fully vested shares of Common Stock under the Plan, the number of which will be determined with reference to the Time Vesting RSUs being terminated by dividing (A) the Net Present Value of
such Time Vesting RSUs by (B) the
30-day
VWAP as of the Retirement Date. All previously granted Performance Vesting RSUs that are unvested as of the Retirement Date will continue to vest until
December 31, 2018, at which time 60% of the unvested Performance RSUs shall vest and 40% of the unvested Performance RSUs shall be deemed forfeited.
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The Retirement Agreement also contains other customary provisions, including provisions for Vasishts continuing participation in certain
Company benefit plans, mutual releases of claims by the Company and Vasisht (subject to certain exceptions) and a
non-disparagement
covenant.
The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the
Retirement Agreement, a copy of which is filed as Exhibit 10.1 hereto, which is hereby incorporated into this report by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
and any statements of representatives and partners of BioDelivery
Sciences International, Inc. (the Company) related thereto contain, or may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Companys plans, objectives, projections, expectations and intentions and other statements
identified by words such as projects, may, will, could, would, should, believes, expects, anticipates, estimates,
intends, plans,
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potential or similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and
uncertainties, including those detailed in the Companys filings with the Securities and Exchange Commission. Actual results (including, the results of the operations of the Company) may differ significantly from those set forth in the
forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Companys control). The Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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January 18, 2018
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
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By:
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/s/ Ernest R. De Paolantonio
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Name:
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Ernest R. De Paolantonio
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Title:
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Chief Financial Officer, Treasurer and Secretary
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