Gene Logic Inc - Current report filing (8-K)
11 December 2007 - 8:43AM
Edgar (US Regulatory)
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: December 10, 2007
(Date
of earliest event reported): December 4, 2007
Gene
Logic Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-23317
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06-1411336
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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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50
West Watkins Mill Road, Gaithersburg, Maryland
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20878
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(Address
of principal executive office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (301) 987-1700
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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
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Written
communication 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
240.135-4(c))
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Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB
control number.
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 4, 2007, the Compensation Committee of the Company’s Board of Directors
approved the following changes to the compensatory arrangements with the
Company’s Chief Financial Officer (“CFO”):
The
Employment Agreement between the Company and its CFO (previously filed as
Exhibit 10.58 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1999, as amended by an amendment to his Employment
Agreement in the form filed as Exhibit 10.95 to the Company’s Report on Form 8K
filed on October 24, 2006 and as further amended by a
second amendment to his Employment Agreement filed as Exhibit 10.58a
to the Company’s Report on Form 10QK filed on May 10, 2007) will be further
amended. As a result of this further amendment, the agreement will be
extended for a term ending December 31, 2008, subject to renewal or extension
by
agreement of the parties, and will provide in 2008, consistent with the levels
for 2007, for an annual salary of $275,000 and guaranteed incentive compensation
equal to 50% of salary, payable within 2 ½ months after the end of the
year. If employment of the executive is terminated by the Company
without cause prior to the end of 2008, he will receive, in addition to any
other severance payment to which he is otherwise entitled, including in
connection with a change of control, a lump sum payment equal to the balance
of
his 2008 salary and incentive compensation not then previously paid. If the
Company issues equity awards generally to its other senior officers in 2008,
the
CFO would also receive a comparable equity award. In addition, if the Company
seeks a capital investment during 2008 and if the CFO plays a key role in
obtaining such investment, the CFO would receive a success-based cash bonus
of
up to $200,000. Finally, the previously agreed severance provisions that apply
if the CFO’s employment is terminated by the Company without cause will also
apply if the CFO terminates his employment for “good reason” (e.g. fundamental
changes in job responsibilities, travel or relocation).
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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GENE
LOGIC INC.
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Date:
December 10, 2007
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By:
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/s/
Philip L. Rohrer Jr.
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Philip
L. Rohrer Jr.
Chief
Financial Officer
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