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 (Date of earliest event reported): August 26, 2019

 

 

Zyla Life Sciences

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

001-36295

 

46-3575334

(State or Other Jurisdiction
of Incorporation or Organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

600 Lee Road, Suite 100

Wayne, Pennsylvania 19087

(610) 833-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s):

 

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

 

ZCOR

 

OTCQX

 

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:

 

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 (17CFR 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 x

 

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. x

 

 

 

 

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

 

(e)  Executive Retention Agreement

 

On August 26, 2019, Zyla Life Sciences (the “Company”) granted an executive retention award to Mark Strobeck, PhD, the Company’s Executive Vice President and Chief Operating Officer, after approval by the Compensation Committee of the Board of Directors of the Company, to be paid in accordance with the terms of a Retention Bonus Agreement (the “Retention Agreement”) between Dr. Strobeck and the Company. Pursuant to the Retention Agreement, the Company will pay Dr. Strobeck a one-time retention payment of $225,000 (the “Retention Bonus”), less applicable withholding, upon the execution of the Retention Agreement.  Dr. Strobeck is required to return 100% of the Retention Bonus if his employment is terminated by the Company For Cause or by Dr. Strobeck as a Termination by Executive Without Good Reason (each as defined in his Employment Agreement) up to and including the one-year anniversary of the payment of such bonus and he is required to return 50% of the Retention Bonus if his employment is terminated by the Company For Cause or by Dr. Strobeck as a Termination by Executive Without Good Reason within one year and one day and two years from the payment of such Retention Bonus.

 

The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by the full text of the Retention Agreement, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.

 

Item 9.01 — Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number

 

Description

10.1

 

Retention Bonus Agreement, dated August 26, 2019 between the Company and Mark Strobeck.

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 30, 2019

Zyla Life Sciences

 

 

 

By:

/s/ Robert S. Radie

 

 

Name: Robert S. Radie

 

 

Title: President and Chief Executive Officer

 

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Exhibit 10.1

 

RETENTION BONUS AGREEMENT

 

This RETENTION BONUS AGREEMENT (the “Agreement”), dated August 26, 2019 (the “Effective Date”), by and between Zyla Life Sciences f/k/a Egalet Corporation, a Delaware corporation (the “Company”) and Mark Strobeck, an individual (the “Employee”), sets forth the terms of a bonus (the “Retention Bonus”) to be paid to the Employee by the Company subject to the terms and conditions set forth herein.

 

WHEREAS, the Company desires to provide an incentive to Employee to encourage and reward the Employee’s continued employment with and commitment to the Company; and

 

WHEREAS, Employee and Company are parties to an Employment Agreement (“Employment Agreement”) entered into as of February 11, 2014; and

 

WHEREAS, the Company desires to award the Employee a Retention Bonus pursuant to the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the promises and mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Employee hereby agree as follows:

 

1.                                      Amount of Bonus.  Pursuant to this Agreement, the Company agrees to pay, and the Employee agrees to accept, a Retention Bonus in the amount of Two Hundred Twenty-Five Thousand Dollars and no cents ($225,000.00).

 

2.                                      Payment of Retention Bonus.  Subject to the terms and conditions set forth herein, the Retention Bonus is subject to approval of the Compensation Committee of the Company’s Board of Directors and will be due and payable immediately following such approval.

 

3.                                      Payment Not for Services Rendered.  Employee acknowledges and agrees that the Retention Bonus constitutes payment to Employee for which Employee would not be entitled to as an employee of Company and that the Retention Bonus is not considered a payment for services rendered.

 

4.                                      No Right to Continued Employment.  Nothing herein shall confer upon Employee the right to remain in the employ or service of the Company or its subsidiaries or affiliates for any period of time and nothing herein shall restrict the ability of the Company to terminate Employee’s service at any time and for any reason, with or without advance notice.  The Company employs Employee at-will.

 

5.                                      Funding.  The obligations of the Company to pay the Retention Bonus under this Agreement shall be contractual only.  All such payments shall be made from the general assets of Company.  Employee shall rely solely on the unsecured promise of the Company, and nothing herein shall be construed to give any such individual any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or in which it may have any right, title or interest now or in the future.

 

 

6.                                      Withholding.  The Retention Bonus payable by the Company shall be subject to all required and customary withholding and deductions by the Company.

 

7.                                      Repayment of Retention Bonus.  If within one year from the payment of the Retention Bonus to Employee, Employee is terminated from employment For Cause (as defined in the Employment Agreement) or there is a Termination by Executive Without Good Reason (as defined in the Employment Agreement), the Employee agrees to repay the full amount of the Retention Bonus.  If within one year and one day and two years from the payment of the Retention Bonus to Employee, Employee is terminated from employment For Cause (as defined in the Employment Agreement) or there is a Termination by Executive Without Good Reason (as defined in the Employment Agreement), the Employee agrees to repay one-half  of the amount of the Retention Bonus (i.e. $112,500.00).  Employee agrees that any repayment due under this Section 7 must be repaid by no later than the fifth business day following Employee’s termination, and that any outstanding balance on such repayment obligation is delinquent and immediately collectable on the following day.  The repayment of such Retention Bonus shall not affect the validity or enforcement of any agreements between the Company and Employee.

 

8.                                      Employment Agreement Remains in Effect.  Except as expressly amended and modified herein, the Employment Agreement continues in effect as originally written.

 

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the Effective Date.

 

 

Zyla Life Sciences

 

 

 

By:

/s/ ROBERT RADIE

 

Name:

Robert Radie

 

Title:

President and Chief Executive Officer

 

 

 

Employee

 

 

 

/s/ MARK STROBECK

 

Mark Strobeck

 

2