EAGLE PHARMACEUTICALS, INC. (Form: 8-K, Received: 05/15/2017 07:02:18)

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): May 12, 2017

Eagle Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36306	20-8179278
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

50 Tice Boulevard, Suite 315 Woodcliff Lake, NJ		07677
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 326-5300

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

On May 15, 2017, Eagle Pharmaceuticals, Inc., or the Company, announced that Pete A. Meyers would be joining the Company as its Chief Financial Officer, effective May 15, 2017. At a meeting of the Board of Directors, or the Board, of the Company held on May 9, 2017, the Board approved the appointment of Mr. Meyers as the Company’s Chief Financial Officer and as the Company’s principal financial officer and principal accounting officer for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in each case effective May 15, 2017. David E. Riggs will no longer serve as the Company’s principal financial officer or principal accounting officer, in each case effective May 15, 2017, but will remain with the Company and will assist with the transition.

Mr. Meyers, age 47, most recently served as the Chief Financial Officer of Motif BioSciences Inc. (NASDAQ: MTFB; AIM: MTFB) from April 2016 to January 2017, where he led the execution of the company’s November 2016 U.S. IPO. From August 2013 to March 2016, Mr. Meyers served as Chief Financial Officer and Treasurer of TetraLogic Pharmaceuticals Corporation (NASDAQ: TLOG), where he led the execution of the company’s December 2013 IPO and subsequent acquisition of Shape Pharmaceuticals, Inc. Prior to his role at TetraLogic, Mr. Meyers spent 18 years in health care investment banking, holding positions of increasing responsibility at Dillon, Read &Co., Credit Suisse First Boston LLC and, most recently, as Co-Head of Global Health Care Investment Banking at Deutsche Bank Securities Inc. Mr. Meyers currently serves on the Board of Directors of Prima BioMed Ltd (NASDAQ: PBMD; ASX: PRR), where he chairs the audit committee. Mr. Meyers is also the Chairman and President of The Thomas M. Brennan Memorial Foundation, Inc. He earned a Bachelor of Science degree in Finance from Boston College and a Master of Business Administration degree from Columbia Business School.

In connection with his appointment, the Company entered into an offer letter with Mr. Meyers, or the Offer Letter, under which Mr. Meyers will receive an initial annual base salary of $400,000 and will be eligible to receive an annual cash performance bonus. The target amount for Mr. Meyers’ 2017 cash performance bonus will be equal to 60% of Mr. Meyers’s base salary, with the actual bonus amount to be determined by the Compensation Committee. The Offer Letter does not provide for a specified term of employment and Mr. Meyers’ employment is on an at-will basis. Mr. Meyers is also eligible to participate in the Company’s employee benefit, retirement, severance and other plans, as may be maintained by the Company from time to time, on a basis no less favorable than those provided to other similarly-situated executives of the Company.

In addition, and pursuant to the terms of the Offer Letter, the Compensation Committee approved a grant to Mr. Meyers of an option to purchase 50,000 shares of the Company’s common stock, with a grant date of May 15, 2017 and an exercise price equal to the closing price of the Company’s common stock on the grant date. Twenty-five percent (25%) of the shares underlying the option vest on the on the one year anniversary of the grant date, and the remainder of the shares underlying the option vest in 36 equal monthly installments thereafter, subject to Mr. Meyers’ continuous service with the Company through each vesting date. In addition, one hundred percent (100%) of the shares subject to the option will vest in full in certain circumstances following a change in control, in accordance with the terms of the Company’s form executive officer option award agreement.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Mr. Meyers will also enter into (i) an agreement to participate in the Company’s Severance Plan (as defined and described in the Company’s Proxy Statement filed with the SEC on April 28, 2017), (ii) the Company’s standard form of indemnification agreement and (iii) the Company’s standard form of proprietary information, invention assignment, non-competition and non-solicitation agreement. Mr. Meyers was not appointed to serve as Chief Financial Officer, principal financial officer and principal accounting officer pursuant to any arrangements or understandings with the Company (other than as reflected in the Offer Letter) or with any other person, and there are no related party transactions between Mr. Meyers and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 15, 2017, the Company issued a press release announcing the appointment of Mr. Meyers as the Company’s Chief Financial Officer and the Company’s principal financial officer and principal accounting officer. A copy of the Company’s press release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1.

The information in this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Offer Letter between the Company and Pete A. Meyers dated May 12, 2017
99.1		Press Release of the Company dated May 15, 2017

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.

		Eagle Pharmaceuticals, Inc.

Dated: May 15, 2017	By:	/s/ Scott Tarriff
		Scott Tarriff
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Offer Letter between the Company and Pete A. Meyers dated May 12, 2017
99.1		Press Release of the Company dated May 15, 2017

Exhibit 10.1

Pete A. Meyers

121 Ridgeway Street

Mt. Vernon, NY 10552

April 24, 2017

Dear Pete:

I am pleased to extend this conditional offer of employment to you for the position of Chief Financial Officer with Eagle Pharmaceuticals, Inc. (the “Company” or “Eagle”). The following would be the basic terms of your employment with the Company contingent upon your completion of a background check and drug test to the satisfaction of the Company, proof of eligibility for U.S. employment and the completion of satisfactory references:

Department: Finance

Reporting to: Scott Tarriff

Start Date: May 15, 2017

Duties: Your initial position will be Chief Financial Officer performing such duties as are normally associated with this position and such duties as are assigned to you from time to time. This is a full-time position.

Initial Salary: $400,000 annually, subject to applicable withholdings as permitted and required by law. Your salary will be paid in accordance with the Company’s normal payroll practices. Your salary may be reviewed periodically and adjusted by Eagle to reflect performance and responsibilities. Any salary increases received during the first year of employment will be pro-rated.

Benefits: In accordance with the terms, including eligibility criteria, of applicable plan documents, you may participate in the Company’s health insurance program for you and your eligible dependents starting on your date of employment.

Additionally, you may participate in the Company’s 401(k) plan, life insurance program and long-term disability plan upon meeting the Company’s specified eligibility requirements for each plan.

All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

Cash Bonus: Your target cash bonus for 2017 will be 60% of your annual base salary (the “Bonus”), determined in accordance with the Company’s Bonus Plan, as may be amended from time to time. Such bonus will be earned subject to the achievement of performance objectives approved by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and

paid in accordance with Eagle’s standard compensation practices. The Bonus, if any, will be subject to applicable payroll deductions and withholdings. At the end of each calendar year, the Company will determine whether you earned the Bonus and the amount of any Bonus pursuant to the terms of the Company’s Bonus Plan. No amount of the Bonus is guaranteed, and you must be an employee in good standing on the Bonus payment date to be eligible to receive a Bonus. The Bonus, including the target percentage, is subject to change in the Company’s sole discretion.

Vacation: You will be eligible to accrue up to four weeks of paid vacation annually prorated from date of hire for the first calendar year, which accrues each bi-monthly pay period.

Stock Options: It will be recommended to the Compensation Committee that you be granted options to purchase 50,000 shares of Eagle common stock at an exercise price equal to the closing market price on the date of grant. Upon approval your 50,000 options will vest in accordance with the standard vesting schedule under Eagle’s 2014 Equity Incentive Plan which states that one-fourth (1/4th) of the shares vest one year after your start date (the “Vesting Commencement Date”); the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to your Continuous Service as of each such date. The option awards shall be subject to the terms and conditions of Eagle’s 2014 Equity Incentive Plan and an award agreement thereunder.

As a condition of your employment with Eagle, you will be required to sign, execute and abide by the terms of the Company’s standard Proprietary Information, Invention Assignment, Non-Competition and Non-Solicitation Agreement. You also acknowledge that you are aware of no obligations, contractual or otherwise, relating to a prior employer or any other entity for which you rendered services or are affiliated which would prevent or prohibit you from performing fully your job responsibilities now or in the future. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company. The Company will not be liable for or pay the cost of defense you may incur for any potential breaches of contract, common law or other commitments arising from any of your current or previous employers. Based on your representations to us, we understand that no such commitments, restrictions or obligations exist which would prevent you from acting on our behalf, now or in the future.

Your employment with the Company is “at-will” which means it is not for a specified term and may be terminated by you or the Company at any time for any reason, with or without cause. Once an employee, you will be subject to Eagle’s practices and procedures which will be provided to you on your first day, as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion.

If you accept this conditional offer of employment, please sign below and return the signed copy to me as soon as convenient. By signing this letter, you acknowledge that the terms described in this letter, together with the Proprietary Information, Invention Assignment, Non-Competition and Non-Solicitation Agreement attached hereto, set forth the entire understanding between us and supersede any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

All new hires are required to prove eligibility to work in the United States in accordance with Federal law and complete an I-9 form. On your first day of employment, please provide us with employment eligibility documentation. On or before your start date you will also be given a welcome packet containing other pertinent forms and materials for you to complete upon your Start Date.

This offer of employment is contingent upon: (a) your completion of a background check and drug test, as well as our verification of your employment references to the satisfaction of the Company; and (b) your satisfying the eligibility requirements for employment in the United States.

By accepting employment with the Company and signing below, you hereby waive any right to a trial by jury in any action arising from or related to your employment, and agree that any action shall be tried before a court and not before a jury.

We are extremely excited about the opportunity we have to build Eagle into a leading specialty pharmaceutical company. One of the keys to accomplishing this is through the recruitment and retention of talented people. We are looking forward to having you join us and hope that you will accept our offer.

	Sincerely,


	/s/ Scott Tarriff
	Scott Tarriff

Accepted and agreed this 12 day of May, 2017.

/s/ Pete A. Meyers
PETE A. MEYERS

Enclosure

Exhibit 99.1

For Immediate Release

Eagle Pharmaceuticals Appoints Pete A. Meyers as Chief Financial Officer

WOODCLIFF LAKE, N.J., May 15, 2017 — Eagle Pharmaceuticals, Inc. (Nasdaq: EGRX) (“Eagle” or “the Company”) announced that Pete A. Meyers has joined the Company as Chief Financial Officer, effective today. Mr. Meyers will also serve as the Company’s principal financial officer and principal accounting officer, effective today.

Pete A. Meyers has over two decades of experience in the health care industry. He most recently served as Chief Financial Officer of Motif BioSciences Inc., from May 2016 to January 2017. Prior to his role at Motif, he served as Chief Financial Officer and Treasurer of TetraLogic Pharmaceuticals Corporation from August 2013 to March 2016. Mr. Meyers also spent 18 years as a health care investment banker, most recently as Co-Head of Global Health Care Investment Banking at Deutsche Bank Securities Inc. Mr. Meyers currently serves on the Board of Directors of Prima BioMed Ltd, where he chairs the Audit Committee.

“Pete’s extensive operations experience in the biopharma sector will provide invaluable insight and guidance as we seek to expand our commercialization strategy to include our first product marketed exclusively by Eagle’s internal sales organization, Ryanodex ® (dantrolene sodium) for the treatment of exertional heat stroke, if approved. Pete’s expertise will complement the capabilities of our senior management team, and we look forward to working with him on this and other projects,” stated Scott Tarriff, Chief Executive Officer of Eagle Pharmaceuticals.

“I would also like to thank David Riggs, who has served as our CFO since 2013, for all of his contributions. David was instrumental in Eagle’s IPO and growing the Company to where it is today. We look forward to his continued engagement with the Company,” added Tarriff.

About Eagle Pharmaceuticals, Inc.

Eagle is a specialty pharmaceutical company focused on developing and commercializing injectable products that address the shortcomings, as identified by physicians, pharmacists and other stakeholders, of existing commercially successful injectable products. Eagle’s strategy is to utilize the FDA’s 505(b)(2) regulatory pathway. Additional information is available on the company’s website at www.eagleus.com.

Forward-Looking Statements

This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, as amended and other securities laws. Forward-looking statements are statements that are not historical facts. Words such as “will,” “may,”, “believe,” “intends,” “anticipate(s),” “plan,” “enables,” “potentially,” “entitles,” “provide,” “complement,” “seek,” “expand” and similar expressions are intended to identify forward-looking statements. These statements include statements regarding future events including, but

not limited to: the timing, if at all, of the approval by the FDA of an exertional heat stroke indication for Eagle’s Ryanodex; the likelihood that any changes to Eagle’s management team will affect the ability of Eagle to deliver sustained stockholder value over time; and other factors that are discussed in Eagle’s Annual Report on Form 10-K for the year ended December 31, 2016, and its other filings with the U.S. Securities and Exchange Commission. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond Eagle’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks include, but are not limited to whether Eagle’s management and/or board of directors will be effective in managing Eagle’s business and future growth, as well as the other risks described in Eagle’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof, and we do not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.

Investor Relations for Eagle Pharmaceuticals, Inc.:

Lisa M. Wilson

In-Site Communications, Inc.

T: 212-452-2793

E: lwilson@insitecony.com