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): October 21, 2011
PUMA BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52811 | 77-0683487 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10940 Wilshire Blvd, Suite 600, Los Angeles, CA 90024
(Address of principal executive offices) (Zip Code)
(310) 443-4150
(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 (see General Instruction A.2. below):
| ¨ | 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. |
Appointment of Richard Phillips
On October 21, 2011, Puma Biotechnology, Inc. (the “Company”) appointed Richard Phillips, M.D. to serve on an at-will basis as the Company’s Senior Vice President, Regulatory Affairs and Quality Assurance, effective as of November 1, 2011. In connection with his appointment, the Company entered into a letter agreement with Dr. Phillips, effective as of November 1, 2011, outlining the terms of his employment with the Company.
The letter agreement provides that Dr. Phillips will receive an annual base salary of $268,000 and will be eligible for an annual discretionary bonus with a target of 30% of his annual base salary. Dr. Phillips will also receive a signing bonus equal to $22,333 within 15 days after the effective date of the letter agreement. Dr. Phillips will be required to repay the signing bonus in the event that his employment with the Company terminates for any reason prior to the first anniversary of the letter agreement’s effective date.
The letter agreement further provides for Dr. Phillips to receive an option to purchase 90,000 shares of the Company’s common stock pursuant to the Company’s 2011 Incentive Award Plan. The exercise price of the option will be the fair market value of the Company’s common stock on the date of grant. Subject to the continued employment of Dr. Phillips with the Company, 1/3 of the shares of common stock underlying the option will vest on the one-year anniversary of the letter agreement’s effective date, with 1/36 of the shares of common stock underlying the option vesting monthly over the next two years, such that the option will be fully vested three years following the letter agreement’s effective date. Additionally, Dr. Phillips will participate in the Company’s benefit plans.
The letter agreement contains a customary non-solicitation provision and, in connection with his entry into the letter agreement, Dr. Phillips entered into the Company’s standard proprietary information and inventions agreement.
The foregoing summary of the Company’s letter agreement with Dr. Phillips is qualified in its entirety by reference to the full text of the letter agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Dr. Phillips, age 57, previously served as a consultant in the Global Regulatory Consultancy Group of PPD, Inc. from March 2011 to October 2011. From March 2010 to March 2011, he worked as an independent consultant with pharmaceutical and biotech companies in the area of regulatory affairs. From January 2007 to July 2009, Dr. Phillips served as Senior Vice President of Regulatory Affairs and Quality Assurance at Cougar Biotechnology, Inc., and following the acquisition of Cougar by Johnson & Johnson, Dr. Phillips oversaw the integration of Cougar’s regulatory affairs and quality assurance function with Johnson & Johnson. From September 2005 to January 2007, he was employed by Amgen Inc., where he was the Director of Regulatory Affairs and Global Regulatory Leader for Vectibix™ (panitumumab), which received FDA approval in 2006 for the treatment of metastatic colorectal cancer. Dr. Phillips has also held regulatory affairs management positions with Chugai Pharma USA, Pfizer Inc. (Parke-Davis), Johnson & Johnson (Janssen, L.P.), Novartis A.G., G.D. Searle (Pfizer) and Structural GenomiX.
Letter Agreement with Charles R. Eyler
On October 21, 2011, the Company entered into a letter agreement with Mr. Charles R. Eyler, who has been serving as the Senior Vice President, Finance and Treasurer of the Company since September 1, 2011.
Pursuant to the letter agreement, Mr. Eyler will serve as the Company’s Senior Vice President, Finance and Administration and Treasurer on an at-will basis. The letter agreement provides that Mr. Eyler will receive an annual base salary of $265,000, retroactively effective to September 1, 2011, and will be eligible for an annual discretionary bonus with a target of 30% of his annual base salary. Mr. Eyler will also receive a signing bonus equal to $22,083 within 15 days of the execution of the letter agreement. Mr. Eyler will be required to repay the signing bonus in the event that his employment with the Company terminates for any reason prior to the first anniversary of the letter agreement’s effective date.
The letter agreement further provides for Mr. Eyler to receive an option to purchase 90,000 shares of the Company’s common stock pursuant to the Company’s 2011 Incentive Award Plan. The exercise price of the option will be the fair market value of the Company’s common stock on the date of grant. Subject to the continued employment of Mr. Eyler with the Company, 1/3 of the shares of common stock underlying the option will vest on the one-year anniversary of the letter agreement’s effective date, with 1/36 of the shares of common stock underlying the option vesting monthly over the next two years, such that the option will be fully vested three years following the letter agreement’s effective date. Additionally, Mr. Eyler will participate in the Company’s benefit plans.
The letter agreement contains a customary non-solicitation provision and, in connection with his entry into the letter agreement, Mr. Eyler entered into the Company’s standard proprietary information and inventions agreement.
The foregoing summary of the letter agreement with Mr. Eyler is qualified in its entirety by reference to the full text of the letter agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Letter Agreement, dated October 21, 2011, by and between the Company and Richard Phillips | |
| 10.2 | Letter Agreement, dated October 21, 2011, by and between the Company and Charles R. Eyler | |
SIGNATURE
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.
| PUMA BIOTECHNOLOGY, INC. | ||||
| Date: October 27, 2011 | By: |
/s/ Alan H. Auerbach |
||
| Alan H. Auerbach | ||||
| Chief Executive Officer and President | ||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | Letter Agreement, dated October 21, 2011, by and between the Company and Richard Phillips | |
| 10.2 | Letter Agreement, dated October 21, 2011, by and between the Company and Charles R. Eyler | |
Exhibit 10.1
October 21, 2011
Richard Phillips
| Re: | E MPLOYMENT O FFER L ETTER |
Dear Richard:
Puma Biotechnology, Inc., a Delaware corporation (the “ Company ”) is pleased to offer you the position of Senior Vice President, Regulatory Affairs and Quality Assurance of the Company on the following terms, effective as of November 1, 2011 (the “ Effective Date ”):
1. P OSITION , D UTIES AND R ESPONSIBILITIES . As of the Effective Date, the Company will employ you as its Senior Vice President, Regulatory Affairs and Quality Assurance. In such capacity, you will have such duties and responsibilities as are normally associated with such position. Your duties may be changed from time to time by the Company in its discretion. You will report to the Company’s President and Chief Executive Officer or such other individual as the Company may designate, and will work at the Company’s offices located in Los Angeles, California, or such other location as the Company may designate, except for travel to other locations as may be necessary to fulfill your responsibilities. At the Company’s request, you will serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing without additional compensation.
2. B ASE C OMPENSATION . During your employment with the Company, the Company will pay you a base salary of $268,000 per year (the “ Base Salary ”), less payroll deductions and all required withholdings, payable in installments in accordance with the Company’s normal payroll practices (but in no event less often than monthly) and prorated for any partial pay period of employment. Your Base Salary may be subject to adjustment pursuant to the Company’s policies as in effect from time to time.
3. A NNUAL B ONUS . In addition to the Base Salary set forth above, you will be eligible to receive an annual discretionary cash bonus (pro-rated for any partial year of service), based on the attainment of performance metrics and/or individual performance objectives, in each case, established and evaluated by the Company in its sole discretion (the “ Annual Bonus ”). Your target Annual Bonus shall be 30% of your Base Salary, but the actual amount of your Annual Bonus may be more or less (and may equal zero), depending on the attainment of applicable performance criteria. Payment of any Annual Bonus(es), to the extent any Annual Bonus(es) become payable, will be contingent upon your continued employment through the applicable payment date.
4. S IGNING B ONUS . In connection with entering into this offer letter, you will be paid a signing bonus equal to $22,333 (the “ Signing Bonus ”) within fifteen days after the Effective Date. You and the Company acknowledge and agree that the Signing Bonus will not be earned
to any extent prior to the first anniversary of the Effective Date and will only be earned on the first anniversary of the Effective Date if you remain actively employed by the Company through such first anniversary. In the event that your employment with the Company terminates for any reason prior to the first anniversary of the Effective Date, you hereby agree to repay to the Company the Signing Bonus, in full, on the date of termination.
5. S TOCK O PTION . In connection with entering into this offer letter, the Company will grant you an option to purchase 90,000 shares of the Company’s common stock (the “ Stock Option ”) at a per share exercise price equal to the Fair Market Value of a share of the Company’s common stock on the date of grant (as determined in accordance with the Company’s 2011 Incentive Award Plan). Subject to your continued employment with the Company through the applicable vesting date, 1/3rd of the shares underlying the Stock Option will vest on the first anniversary of the Effective Date and 1/36th of the shares underlying the Stock Option will vest on each monthly anniversary of the Effective Date thereafter. Subject to the foregoing, the terms and conditions of the Stock Option will be set forth in a separate award agreement in such form as is prescribed by the Company (the “ Stock Option Agreement ”), to be entered into by the Company and you.
6. B ENEFITS AND V ACATION . You will be eligible to participate in all health, welfare, savings and retirement plans, practices, policies and programs maintained or sponsored by the Company from time to time for the benefit of its similarly situated employees, subject to the terms and conditions thereof. To the extent that you properly elect to participate in the Company’s applicable medical, dental and/or prescription benefit plans, the Company will pay the premiums for you and your dependents under such plans while you remain employed by the Company, provided, however, that the Company shall have no obligation to pay any such premiums if doing so would result in a violation of law and/or the imposition of penalty or excise taxes on the Company. In addition, you will be eligible for other standard benefits, such as sick leave, vacations and holidays, in each case, to the extent available under, and in accordance with, Company policy applicable generally to other similarly situated employees of the Company. Notwithstanding the foregoing, nothing contained in this Section 6 shall, or shall be construed so as to, obligate the Company or its affiliates to adopt, sponsor, maintain or continue any benefit plans or programs at any time.
7. C ONFIDENTIAL AND P ROPRIETARY I NFORMATION . This offer of employment is contingent upon your execution of the Proprietary Information and Inventions Agreement, attached hereto as Exhibit A .
8. N ON -S OLICITATION . You further agree that during the term of such employment and for one (1) year after your employment is terminated, you will not directly or indirectly solicit, induce, or encourage any employee, consultant, agent, customer, vendor, or other parties doing business with the Company to terminate their employment, agency, or other relationship with the Company or to render services for or transfer their business from the Company and you will not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
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9. A T -W ILL E MPLOYMENT ; A MENDMENT . Your employment with the Company is “at-will,” and either you or the Company may terminate your employment for any reason whatsoever (or for no reason) upon written notice of such termination to the other party. This at-will employment relationship cannot be changed except in a writing signed by you and an authorized representative of the Company. This agreement may not be amended except by a signed writing executed by the parties hereto.
10. C OMPANY R ULES AND R EGULATIONS . As an employee of the Company, you agree to abide by all Company rules, regulations and policies as set forth in the Company’s employee handbook or as otherwise promulgated.
11. W ITHHOLDING . The Company may withhold from any amounts payable under this offer letter such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
12. E NTIRE A GREEMENT . As of the Effective Date, this offer letter, together with the Stock Option Agreement and Proprietary Information and Inventions Agreement, comprises the final, complete and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any representative of the Company. You agree that any such agreement, offer or promise between you and any representative of the Company is hereby terminated and will be of no further force or effect, and you acknowledge and agree that upon your execution of this offer letter, you will have no right or interest in or with respect to any such agreement, offer or promise.
13. C HOICE OF L AW . This offer letter shall be interpreted and construed in accordance with California law without regard to any conflicts of laws principles.
14. P ROOF OF R IGHT TO W ORK . As required by law, this offer of employment is subject to satisfactory proof of your right to work in the United States.
[ SIGNATURE PAGE FOLLOWS ]
3
Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this offer letter in the space provided below for your signature and returning it to the Company’s President and Chief Executive Officer. Please retain one fully-executed original for your files.
| Sincerely, | ||
| Puma Biotechnology, Inc., | ||
| a Delaware corporation | ||
|
By: |
/s/ Alan H. Auerbach |
|
| Name: Alan H. Auerbach | ||
| Title: President and Chief Executive Officer | ||
| Accepted and Agreed, | ||
| this 21st day of October, 2011. | ||
| By: |
/s/ Richard Phillips |
|
| Richard Phillips | ||
Exhibit 10.2
October 21, 2011
Charles Eyler
| Re: | E MPLOYMENT O FFER L ETTER |
Dear Charles:
Puma Biotechnology, Inc., a Delaware corporation (the “ Company ”) acknowledges that you commenced employment with the Company on September 1, 2011 (the “ Effective Date ”) and is pleased to memorialize the terms of your continued employment as the Company’s Senior Vice President, Finance and Administration and Treasurer on the following terms and conditions:
1. P OSITION , D UTIES AND R ESPONSIBILITIES . As of the Effective Date, the Company will employ you as its Senior Vice President, Finance and Administration. In such capacity, you will have such duties and responsibilities as are normally associated with such position. Your duties may be changed from time to time by the Company in its discretion. You will report to the Company’s President and Chief Executive Officer or such other individual as the Company may designate, and will work at the Company’s offices located in Los Angeles, California, or such other location as the Company may designate, except for travel to other locations as may be necessary to fulfill your responsibilities. At the Company’s request, you will serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing without additional compensation.
2. B ASE C OMPENSATION . During your employment with the Company, the Company will pay you a base salary of $265,000 per year (the “ Base Salary ”), less payroll deductions and all required withholdings, payable in installments in accordance with the Company’s normal payroll practices (but in no event less often than monthly) and prorated for any partial pay period of employment. Your Base Salary may be subject to adjustment pursuant to the Company’s policies as in effect from time to time.
3. A NNUAL B ONUS . In addition to the Base Salary set forth above, you will be eligible to receive an annual discretionary cash bonus (pro-rated for any partial year of service), based on the attainment of performance metrics and/or individual performance objectives, in each case, established and evaluated by the Company in its sole discretion (the “ Annual Bonus ”). Your target Annual Bonus shall be 30% of your Base Salary, but the actual amount of your Annual Bonus may be more or less (and may equal zero), depending on the attainment of applicable performance criteria. Payment of any Annual Bonus(es), to the extent any Annual Bonus(es) become payable, will be contingent upon your continued employment through the applicable payment date.
4. S IGNING B ONUS . In connection with entering into this offer letter, you will be paid a signing bonus equal to $22,083 (the “ Signing Bonus ”) within fifteen days after the date on
which you execute this offer letter. You and the Company acknowledge and agree that the Signing Bonus will not be earned to any extent prior to the first anniversary of the Effective Date and will only be earned on the first anniversary of the Effective Date if you remain actively employed by the Company through such first anniversary. In the event that your employment with the Company terminates for any reason prior to the first anniversary of the Effective Date, you hereby agree to repay to the Company the Signing Bonus, in full, on the date of termination.
5. S TOCK O PTION . In connection with entering into this offer letter, the Company will grant you an option to purchase 90,000 shares of the Company’s common stock (the “ Stock Option ”) at a per share exercise price equal to the Fair Market Value of a share of the Company’s common stock on the date of grant (as determined in accordance with the Company’s 2011 Incentive Award Plan). Subject to your continued employment with the Company through the applicable vesting date, 1/3 rd of the shares underlying the Stock Option will vest on the first anniversary of the Effective Date and 1/36 th of the shares underlying the Stock Option will vest on each monthly anniversary of the Effective Date thereafter. Subject to the foregoing, the terms and conditions of the Stock Option will be set forth in a separate award agreement in such form as is prescribed by the Company (the “ Stock Option Agreement ”), to be entered into by the Company and you.
6. B ENEFITS AND V ACATION . You will be eligible to participate in all health, welfare, savings and retirement plans, practices, policies and programs maintained or sponsored by the Company from time to time for the benefit of its similarly situated employees, subject to the terms and conditions thereof. To the extent that you properly elect to participate in the Company’s applicable medical, dental and/or prescription benefit plans, the Company will pay the premiums for you and your dependents under such plans while you remain employed by the Company, provided, however, that the Company shall have no obligation to pay any such premiums if doing so would result in a violation of law and/or the imposition of penalty or excise taxes on the Company. In addition, you will be eligible for other standard benefits, such as sick leave, vacations and holidays, in each case, to the extent available under, and in accordance with, Company policy applicable generally to other similarly situated employees of the Company. Notwithstanding the foregoing, nothing contained in this Section 6 shall, or shall be construed so as to, obligate the Company or its affiliates to adopt, sponsor, maintain or continue any benefit plans or programs at any time.
7. C ONFIDENTIAL AND P ROPRIETARY I NFORMATION . This offer of continued employment is contingent upon your execution of the Proprietary Information and Inventions Agreement, attached hereto as Exhibit A .
8. N ON -S OLICITATION . You further agree that during the term of such employment and for one (1) year after your employment is terminated, you will not directly or indirectly solicit, induce, or encourage any employee, consultant, agent, customer, vendor, or other parties doing business with the Company to terminate their employment, agency, or other relationship with the Company or to render services for or transfer their business from the Company and you will not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
2
9. A T -W ILL E MPLOYMENT ; A MENDMENT . Your employment with the Company is “at-will,” and either you or the Company may terminate your employment for any reason whatsoever (or for no reason) upon written notice of such termination to the other party. This at-will employment relationship cannot be changed except in a writing signed by you and an authorized representative of the Company. This agreement may not be amended except by a signed writing executed by the parties hereto.
10. C OMPANY R ULES AND R EGULATIONS . As an employee of the Company, you agree to abide by all Company rules, regulations and policies as set forth in the Company’s employee handbook or as otherwise promulgated.
11. W ITHHOLDING . The Company may withhold from any amounts payable under this offer letter such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
12. E NTIRE A GREEMENT . As of the Effective Date, this offer letter, together with the Stock Option Agreement and Proprietary Information and Inventions Agreement, comprises the final, complete and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any representative of the Company. You agree that any such agreement, offer or promise between you and any representative of the Company is hereby terminated and will be of no further force or effect, and you acknowledge and agree that upon your execution of this offer letter, you will have no right or interest in or with respect to any such agreement, offer or promise.
13. C HOICE OF L AW . This offer letter shall be interpreted and construed in accordance with California law without regard to any conflicts of laws principles.
14. P ROOF OF R IGHT TO W ORK . As required by law, this offer of continued employment is subject to satisfactory proof of your right to work in the United States.
[ SIGNATURE PAGE FOLLOWS ]
3
Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this offer letter in the space provided below for your signature and returning it to the Company’s President and Chief Executive Officer. Please retain one fully-executed original for your files.
| Sincerely, | ||
| Puma Biotechnology, Inc., | ||
| a Delaware corporation | ||
| By: |
/s/ Alan H. Auerbach |
|
| Name: Alan H. Auerbach | ||
| Title: President and Chief Executive Officer | ||
| Accepted and Agreed, | ||
| this 21st day of October, 2011. | ||
| By: |
/s/ Charles Eyler |
|
| Charles Eyler | ||