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
September 14, 2011
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
Commission File No. 001-33057
CATALYST PHARMACEUTICAL PARTNERS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
| Delaware | 76-0837053 | |
|
(State Or Other Jurisdiction Of Incorporation Or Organization) |
(IRS Employer Identification No.) |
355 Alhambra Circle, Suite 1370
Coral Gables, Florida 33134
(Address Of Principal Executive Offices)
(305) 529-2522
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
On September 14, 2011, Catalyst Pharmaceutical Partners, Inc. (“Company”) and its Chairman, President and Chief Executive Officer, Patrick J. McEnany, entered into an amendment to Mr. McEnany’s employment agreement with the Company extending the term of such agreement for an additional two year period. Mr. McEnany’s employment agreement with the Company now expires on November 8, 2013. All of the other terms of Mr. McEnany’s employment agreement with the Company remain the same.
A copy of Amendment No. 3 to Mr. McEnany’s employment agreement with the Company is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of Amendment No. 3 that is set forth above is qualified in its entirety by reference to such amendment.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Amendment No. 3 to Employment Agreement between the Company and Patrick J. McEnany, dated September 14, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Catalyst Pharmaceutical Partners, Inc. | ||
| By: |
/s/ Jack Weinstein |
|
| Jack Weinstein | ||
| Vice President, Treasurer, and CFO | ||
Dated: September 15, 2011
Exhibit 10.1
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 14th day of September, 2011, by and between CATALYST PHARMACEUTICAL PARTNERS, INC., a Delaware corporation (“Company”), and PATRICK J. MCENANY (“Employee”).
Preliminary Statements
A. The parties have previously entered into that certain Employment Agreement, effective as of November 8, 2006 (the “Original Agreement”), as previously amended by that certain First Amendment to Employment Agreement, dated as of December 19, 2008 (the “First Amendment”) and that certain Second Amendment to Employment Agreement, dated as of November 8, 2009 (the “Second Amendment,” and, together with the Original Agreement, the First Amendment and the Second Amendment, collectively, the “Employment Agreement”). Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the Employment Agreement.
B. The parties wish to further amend the Employment Agreement to reflect the terms set forth below.
Agreement
NOW, THEREFORE , in consideration of the premises, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Extension of Agreement . The outside date of the Term of the Employment Agreement is extended for a two-year period from the “fifth anniversary of the Effective Date” November 8, 2011) until the “seventh anniversary of the Effective Date” (November 8, 2013). Except as noted in paragraph 2 below, all references in the Employment Agreement to the “third” anniversary of the Effective Date” or the “fifth anniversary of the Effective Date” shall be deemed by this Amendment to now refer to the “seventh anniversary of the Effective Date.” |
| 2. | Modification of Sections 7.5.2 and 7.6.2 . Sections 7.5.2 and 7.6.2 of the Employment Agreement are hereby amended to remove all references from such sections to the “third anniversary of the Effective Date” and to the “fifth anniversary of the Effective Date.” The periods set forth in each such section during which Employee will receive severance compensation as provided in such sections shall now be 12 months (for a termination without Cause or a termination for Good Reason) and 24 months (for a termination without Cause following a Change of Control or a termination for Good Reason following a Change of Control), respectively, from the date of termination, all of which shall be paid on the terms and in the manner set forth in such sections of the Employment Agreement. |
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| 3. | Employment Agreement Remains in Effect . Except as otherwise specifically amended herein, the terms and provisions of the Employment Agreement remain in full force and effect. |
| 4. | Counterparts . This Amendment may be executed in counterparts. |
IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date set forth above.
| CATALYST PHARMACEUTICAL PARTNERS, INC., a Delaware corporation | ||
| By: |
/s/ Jack Weinstein |
|
| Jack Weinstein | ||
| Vice President, Treasurer and Chief Financial Officer | ||
| EMPLOYEE: | ||
|
/s/ Patrick J. McEnany |
||
| Patrick J. McEnany | ||
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