UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): June 23, 2016

 

 

OSIRIS THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

Maryland

001-32966

71-0881115

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

7015 Albert Einstein Drive, Columbia, Maryland

21046

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code: (443) 545-1800

 

 

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 ( see General Instruction A.2. below):

 

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

 

(e)                                   Terms of Employment with David A. Dresner

 

Osiris Therapeutics, Inc. (the “ Company ”) is filing this Current Report on Form 8-K/A to amend its Current Report on Form 8-K filed on June 10, 2016 (the “ Original Filing ”) that reported, among other things, the appointment by the Company of David A. Dresner as Interim Chief Executive Officer (“ CEO ”) and President of the Company.  This Form 8-K/A amends and supplements the Original Filing to disclose the terms of Mr. Dresner’s terms of employment, as required pursuant to Item 5.02 on Form 8-K.

 

On June 23, 2016, the Company and Mr. Dresner entered into a letter agreement (the “ Agreement ”), which provides for, among other terms, (i) at-will employment at a base salary of $360,000 a year, (ii) a bonus of $30,000 payable upon completion of Mr. Dresner’s  engagement as the Interim CEO and President, which will end when the Company appoints a new CEO, and (iii) the granting of nonqualified options to purchase up to 25,000 shares of the Company’s common stock under the  Company’s Amended and Restated 2006 Omnibus Plan .  Of these options,  5,000 will be granted on June 30, 2016 and an additional 5,000 options will be granted monthly on the anniversary of Mr. Dresner’s employment starting July 10, 2016 up to a total of 20,000 additional options.  All options granted vest on the date of grant and expire on December 31, 2017. The exercise price of the options is the fair market value of the Company’s common stock on the grant date.

 

The description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibit

 

See Exhibit Index attached hereto.

 

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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.

 

 

OSIRIS THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ GREGORY I. LAW

 

 

Gregory I. Law

 

 

Chief Financial Officer

 

 

Date: June 29, 2016

 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement, dated June 23, 2016, between Osiris Therapeutics, Inc. and David A. Dresner

 

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Exhibit 10.1

 

 

June 23, 2016

 

Mr. David A. Dresner

 

 

 

 

 

 

Re :           Interim Chief Executive Officer and President

 

Dear Dave:

 

We’re delighted to extend this offer of employment for the position of Interim Chief Executive Officer of Osiris Therapeutics, Inc.  If you accept this offer, your employment will start immediately.

 

These are the terms and conditions of your employment if you accept this offer:

 

1.             Position .  Your title will be Interim Chief Executive Officer.  You will report directly to the Company’s Board of Directors.  This is a full-time position.  While you are employed at this Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.  By signing this letter of agreement, you confirm that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

 

2.             Base Compensation .  The Company will pay you an annual salary of $360,000, subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.  This salary shall be payable in equal installments in accordance with the Company’s standard payroll schedule.  You will receive your first pay on June 24, 2016, which will include salary from your start date of Friday, June 10, 2016.

 

3.             Bonus .  You will receive a bonus of $30,000 at the conclusion of your engagement, which will end when the Company appoints a new Chief Executive Officer.  .

 

4.             Employee Benefits .  You will be eligible to participate in a number of Company-sponsored employee benefit plans on the same terms and conditions as other officers of the Company.  The Company offers a comprehensive employee benefits programs, including but not limited to: medical insurance, vision plan, dental insurance, flexible spending accounts, life insurance and AD&D, short-term disability, long-term disability, and a 401(k) plan with a Company match.  In addition, you will be eligible to receive the same perquisites as other officers of the Company.

 

5.             Paid Time Off .  Executive will receive paid Company holidays and accrue paid time off in the same manner as other Officers of the Company.

 


 

6.             Stock Options .  On June 30, 2016 and for each completed calendar month of employment, you will be granted options to purchase 5,000 shares of the Common Stock of the Company, up until a total of 25,000 granted options. All stock options granted to you will be fully vested and exercisable on the grant date.  The exercise price for all stock options granted to you will be the fair market value of the Common Stock of the Company on the grant date.  All stock options granted to you will expire on December 31, 2017, regardless of whether you continue to have an employment or other relationship with the Company.

 

7.             Employment Relationship .  Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause.  Although we presently anticipate that your employment with the Company will end when the Company hires a new CEO, your employment with the Company is for no specific period of time.

 

8.             Interpretation, Amendment and Enforcement .  This letter of agreement supersedes and replaces any prior agreements, representations or understandings between you and the Company and constitutes the complete agreement between you and the Company regarding the subject matter set forth herein.

 

You may indicate your agreement with these terms and accept this offer by signing and dating this agreement.

 

 

 

Osiris Therapeutics, Inc.

 

 

 

 

 

 

 

 

By:

/s/ Yves Huwyler

 

 

Name:

Yves Huwyler

 

 

Title:

Director, Chairman of Compensation Committee

 

Acknowledgement and Agreement:

 

 

/s/ David A. Dresner

 

David A. Dresner

 

 

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