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): May 6, 2016
EPIZYME, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-35945
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26-1349956
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 Technology Square, Cambridge, Massachusetts
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (617) 229-5872
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 6, 2016, the Company announced that Matthew E. Ros had been appointed as Chief Operating Officer of Epizyme, Inc. (the “Company”), effective
as of May 16, 2016.
Prior to accepting this position with the Company, from September 2010 to May 2016, Mr. Ros, 49, served in increasing
levels of responsibility at Sanofi, a multinational pharmaceutical company, most recently as Chief Operating Officer/Global Head of the oncology business unit from December 2014 to May 2016. Prior to that role, Mr. Ros served in the Rare Disease
business of Genzyme, a Sanofi company, where he served as Vice President and Franchise head of its Pompe Disease unit from September 2012 to December 2014. From October 2007 to June 2010, Mr. Ros served at ARIAD Pharmaceuticals, Inc., a global
oncology company, most recently as Senior Vice President, Commercial Operations. He started his pharmaceutical career in Bristol-Myers Squibb’s Oncology Division, serving in roles with increasing responsibility from 1990-2007. He
received a B.S. from the State University of New York, College at Plattsburgh and completed the Executive Education Program in Finance and Accounting for the Non-Financial Manager at Wharton School of the University of Pennsylvania.
Mr. Ros has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between
Mr. Ros and any other person pursuant to which he was elected as an officer of the Company.
Mr. Ros has entered into an employment offer letter with
the Company. Under the letter, Mr. Ros’s annual base salary is $380,000 and his annual target bonus opportunity will be 40% of his annual base salary. Additionally, Mr. Ros will receive a one-time signing bonus of $65,000.
On May 16, 2016, the date Mr. Ros commences employment with the Company, Mr. Ros will be granted stock options to purchase 173,438 shares of common
stock of the Company. This equity award vests as to 25% of the underlying shares on the first anniversary of his employment date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of his
employment commencement date until the fourth anniversary of such date. The stock options will have an exercise price per share equal to the closing market price of the Company’s common stock on May 16, 2016.
Under the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”), if the Company terminates Mr. Ros’s
employment without cause (as defined in the Severance Plan), prior to or more than twelve months following a change in control (as defined in the Severance Plan), he will be entitled to receive his monthly base salary and medical benefits for nine
months following the date of such termination or, if the Company terminates Mr. Ros’s employment without cause or he terminates his employment for good reason (as defined in the Severance Plan) within twelve months following a change in
control, he will be entitled to receive his monthly base salary and medical benefits for twelve months following the date of such termination and 100% of his target bonus, in either case subject to Mr. Ros signing a severance agreement and
release of claims.
The foregoing descriptions of Mr. Ros’s employment offer letter and the Severance Plan do not purport to be complete and are
qualified in their entirety by reference to the employment offer letter, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference, and the Severance Plan, a copy of which was filed as Exhibit 10.11 to the Company’s
Annual Report on
Form 10-K
filed with the SEC on March 9, 2016 and is incorporated herein by reference.
Also
in connection with Mr. Ros’s appointment as an officer of the Company, Mr. Ros will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.16 to Amendment No. 1 to the
Company’s Registration Statement on Form S-1 (File No. 333- 187982) filed with the SEC on April 26, 2013 and is incorporated herein by reference. Pursuant to the terms of this agreement, the Company may be required, among other
things, to indemnify Mr. Ros for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our officers.
On May 6, 2016, the Company issued a press release relating to Mr. Ros’s appointment as the Company’s Chief Operating Officer. A copy is
furnished herewith.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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10.1
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Employment Offer Letter between the Company and Matthew E. Ros, dated April 15, 2016
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99.1
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Press release issued by the Company on May 6, 2016*
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The exhibit shall be deemed to be furnished, and not filed.
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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.
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EPIZYME, INC.
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Date: May 6, 2016
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By:
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/s/ Robert B. Bazemore
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Robert B. Bazemore
President and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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10.1
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Employment Offer Letter between the Company and Matthew E. Ros, dated April 15, 2016
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99.1
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Press release issued by the Company on May 6, 2016*
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The exhibit shall be deemed to be furnished and not filed.
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Exhibit 10.1
April 15, 2016
Matthew Ros
3 Pond View Place
Andover, MA 01810
Dear Matthew:
It is my pleasure to extend to you this offer of
employment with Epizyme, Inc. (the “Company”). On behalf of the Company, I am pleased to set forth below the terms of your employment with the Company:
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1.
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Employment.
You will be employed to serve on a full-time basis as the Company’s Chief Operating Officer, commencing on a date on or prior to May 16, 2016 as may be mutually agreed by you and the
Company (such date being the “Start Date”). As Chief Operating Officer, you will be responsible for such duties as are consistent with such position, plus such other duties as may from time to time be assigned to you by the Company. You
shall report to the President and Chief Executive Officer or such other person as the President and Chief Executive Officer may designate, and you agree to devote your full business time, best efforts, skill, knowledge, attention and energies to the
advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the
Company and any changes therein that may be adopted from time to time by the Company.
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2.
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Base Salary.
Your base salary will be at the rate of $15,833.33
per semi-monthly pay period (which if annualized equals $380,000), less all applicable taxes and withholdings, to be paid in
installments in accordance with the Company’s regular payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.
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Discretionary Bonus.
Following the end of each fiscal year and subject to the approval of the Company’s Board of Directors or a committee of the Board of Directors (the “Board”),
you may be eligible for a retention and performance bonus, based on your performance and the Company’s performance during the applicable fiscal year, as determined by the Company in its sole discretion. The bonus payable to you for 2016, if
any, will be prorated to reflect the portion of 2016 for which you served as Chief Operating Officer of the Company. Your target bonus is 40%
of your annualized base salary. Such target bonus may be adjusted from time to time in
accordance with normal business practices and in the sole discretion of the Company. You must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as
an incentive to remain employed by the Company.
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Equity.
Subject to Board approval, on or after your Start Date you will receive a stock option
grant under the Company’s 2013 Stock Incentive Plan (the “Plan”) for the purchase of 173,438 shares of common stock of the Company at an exercise price per
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share equal to the fair market value of one share of Common Stock on the date of the grant as determined by the Company in its sole discretion. The stock option grant shall be subject to all
terms and other provisions set forth in the Plan and in a separate stock option agreement, including the vesting schedule. The stock option agreement will provide that the option will vest over a four-year period with the first quarter of the
underlying shares vesting on the first anniversary of the Start Date and the remaining three-fourths of the underlying shares vesting monthly in 36 equal monthly installments following the first anniversary of the Start Date until fully vested on
the fourth anniversary of the Start Date.
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You may also be eligible for other grants of stock or stock options as determined
by and in the sole discretion of the Board. Nothing in this section shall affect your status as an employee at will, as set for below.
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5.
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Sign-on Bonus.
You will also receive an additional one-time payment of $65,000 (the “Sign-on Bonus”) on the date of the Company’s first regularly scheduled payroll after the Start Date, less
all applicable taxes and withholdings. If you resign from the Company for any reason or no reason or are terminated by the Company for Cause on or prior to the first anniversary of the Start Date, you will be required to repay to the Company 100% of
the Sign-on Bonus ($65,000). Any amounts owed under this Section 5 as a result of the cessation of your employment with the Company shall be repaid within 60 days of the date you cease to be an employee of the Company, and the Company shall have the
right to offset such amounts against any amounts it owes you under this letter, the Company’s Executive Severance and Change in Control Plan or otherwise. For purposes of this letter, “Cause” shall mean (a) a good faith finding
by the Company that (i) you have failed to perform your assigned duties for the Company to the Company’s satisfaction and have failed to remedy such failure within 15 days following written notice from the Company notifying you of such
failure, (ii) you have engaged in dishonesty, willful misconduct or gross negligence, (iii) you have breached or threatened to breach this letter or terms of any restrictive covenants or confidentiality agreement or any similar agreement with
the Company or (iv) violated any policies or procedures of the Company, or (b) your conviction of, or your entry of a pleading of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony.
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6.
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Benefits.
You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to
all provisions of) the plan documents that govern those programs. Benefits are subject to change at any time in the Company’s sole discretion.
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7.
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Vacation.
You will be eligible for a maximum of three (3) weeks of paid vacation per calendar year to be taken at such times as may be approved in advance by the Company. The number of vacation
days for which you are eligible shall accrue at the rate of 1.25 days per month that you are employed during such calendar year. Your accrual and use of vacation time will be pursuant to Company policy, as established and as may be modified in
the sole discretion of the Company from time to time.
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8.
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Invention, Non-Disclosure, Non-Competition and Non-Solicitation Obligations.
In exchange for your employment with the Company pursuant to the terms and conditions herein, you hereby
acknowledge and affirm your obligations set forth in the enclosed Invention and Non-Disclosure Agreement
to be executed for the benefit of the Company, which obligations remain in full force and effect and is a condition to your employment
with the Company.
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At-Will Employment.
This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment
at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without cause or notice. Similarly, nothing in this letter shall be construed as an agreement, either express or
implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as otherwise explicitly set forth herein. This letter supersedes all prior understandings, whether written or oral,
relating to the terms of your employment.
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10.
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Severance Benefits.
In recognition of your position with and value to the Company, and to provide you with assurance in the event of certain employment terminations, you have been selected to
participate in the Company’s Executive Severance and Change in Control Plan, as amended from time to time, a copy of which is enclosed with this letter.
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If this letter correctly sets forth the terms under which you will be employed by the Company, please sign and return to me, no later than April 18, 2016, the
enclosed duplicate of this letter, the
Invention and Non-Disclosure Agreement.
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Sincerely,
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By:
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/s/ Robert Bazemore
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Robert Bazemore
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President and Chief Executive Officer
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The foregoing correctly sets forth the terms of my at-will employment with Epizyme, Inc. I am not relying on any
representations other than those set forth above.
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/s/ Matthew Ros
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April 15, 2016
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Matthew Ros
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Date
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Exhibit 99.1
Epizyme Continues to Build Senior Leadership Team with Appointment of
Matthew Ros as Chief Operating Officer
Cambridge, Mass., May 6, 2016
– Epizyme, Inc. (NASDAQ: EPZM), a clinical stage biopharmaceutical company creating novel epigenetic
therapies for people with cancer, today announced that it has expanded its senior leadership team with the addition of Matthew Ros, who joins the company as Chief Operating Officer. In this role, Mr. Ros will be responsible for directing and
operationalizing Epizyme’s launch readiness efforts for tazemetostat, and will report to Epizyme’s President and Chief Executive Officer, Robert Bazemore.
“Matt’s proven leadership and deep commercial expertise in both oncology and rare diseases will be invaluable in developing
Epizyme’s strategy for launching and commercializing tazemetostat across multiple tumor types,” said Mr. Bazemore. “Based on his experience leading strategy, commercial development, medical affairs and manufacturing, we believe Matt
will have an immediate impact on the execution of Epizyme’s multi-year vision. We are delighted to have him join our experienced team.”
“The potential opportunity with tazemetostat, combined with the depth of Epizyme’s research engine and their discovery platform,
hold great promise for patients and the future of the company,” said Mr. Ros. “I look forward to working with the entire team to bring tazemetostat and other epigenetic therapies to patients in need.”
Matthew Ros
Mr. Ros
comes to Epizyme from Sanofi, where he was most recently Chief Operating Officer/Global Head of the Oncology Business Unit. While overseeing its $1.4 billion solid tumor and hematology franchise, he led its most recent restructuring and
significantly contributed to the company’s revised business strategy. Prior to this role, Mr. Ros served in Genzyme’s Rare Disease business, leading its second largest franchise in Pompe Disease as its Vice President and Franchise head.
Mr. Ros brings more than 25 years of experience in sales, marketing, franchise strategy and operations leadership in both global pharmaceutical and early-stage biotechnology companies. Outside of his professional commitments, Mr. Ros previously
served on the Board of Trustees of CancerCARE, a leading national organization dedicated to providing free, professional support services to anyone affected by cancer.
About Epizyme, Inc.
Epizyme, Inc. is a clinical-stage biopharmaceutical company creating novel epigenetic therapeutics for cancer patients. Epizyme has built a
proprietary product platform that
the Company uses to create small molecule inhibitors of chromatin modifying proteins (CMPs), such as histone methyltransferases or HMTs. CMPs are part of the system of gene regulation, referred
to as epigenetics, that controls gene expression. Genetic alterations can result in changes to the activity of CMPs, making them oncogenic (cancer-causing). By focusing on the genetic drivers of cancers, Epizyme’s targeted science seeks to
match the right medicines with the right patients.
For more information, visit www.epizyme.com and connect with us on Twitter at
@EpizymeRx.
Cautionary Note on Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Epizyme, Inc. and other statements containing
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties inherent in the initiation of future clinical studies or expansion of ongoing clinical
studies, availability and timing of data from ongoing clinical studies, whether interim results from a clinical trial will be predictive of the final results of the trial or the results of future trials, expectations for regulatory approvals to
conduct trials or to market products, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial
potential of the Company’s therapeutic candidates and other factors discussed in the “Risk Factors” section of the Company’s Form 10-K filed with the SEC on March 9, 2016 and in the Company’s other
filings from time to time with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views
as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some
point in the future, the Company specifically disclaims any obligation to do so.
Investors:
Rebecca Cohen
Epizyme, Inc.
Investor Relations and Corporate Communications
617.401.0722
rcohen@epizyme.com
Media:
Michael Lampe
Scient Public Relations
484.575.5040
michael@scientpr.com