Current Report Filing (8-k)
16 April 2016 - 6:12AM
Edgar (US Regulatory)
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): April 13, 2016
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51531
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94-3295878
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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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395 Oyster Point Boulevard, Suite 400
South San Francisco, California
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94080
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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: (650) 266-3500
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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
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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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Based upon a prior approval of the Compensation Committee of the Board of Directors of Sunesis Pharmaceuticals, Inc., or the Company, the Company entered into
Third Amended and Restated Executive Severance Benefits Agreements, or the Amended Agreements, on April 13, 2016 with each of Daniel N. Swisher, Jr., Chief Executive Officer and President of the Company, and Eric H. Bjerkholt, Executive Vice
President, Corporate Development and Finance, and Chief Financial Officer of the Company, which provide additional benefits in connection with a change of control.
Under Mr. Swishers Amended Agreement, if, on or within 12 months following the effective date of a change of control, Mr. Swisher is
terminated without cause or he is constructively terminated, then he will be entitled to receive a payment equal to 18 months salary, a bonus in the amount of 18/12ths of Mr. Swishers target annual bonus for the applicable fiscal
year and continued health benefits for a maximum of 18 months following termination (which may be terminated earlier upon his coverage by a new employer), subject to the execution of a general release in favor of the Company.
Under Mr. Bjerkholts Amended Agreement, if, on or within 12 months following the effective date of a change of control, Mr. Bjerkholt is
terminated without cause or he is constructively terminated, then he will be entitled to receive a payment equal to 14 months salary, a bonus in the amount of 14/12ths of Mr. Bjerkholts target annual bonus for the applicable fiscal
year and continued health benefits for a maximum of 14 months following termination (which may be terminated earlier upon his coverage by a new employer), subject to the execution of a general release in favor of the Company.
Other terms of the pre-existing Second Amended and Restated Executive Severance Benefits Agreements with Mr. Swisher and Mr. Bjerkholt did not
change and are included in the Amended Agreements.
The foregoing is only a summary description of the Amended Agreements, does not purport to be a
complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Amended Agreements, each of which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for
the quarterly period ending March 31, 2016.
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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SUNESIS PHARMACEUTICALS, INC.
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Dated: April 15, 2016
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By:
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/s/ Eric H. Bjerkholt
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Eric H. Bjerkholt
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Executive Vice President, Corporate Development
and Finance, Chief Financial Officer and
Corporate
Secretary
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