UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2017 (December 20, 2017)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-31361 | 35-2089858 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4131 ParkLake Ave., Suite #225 Raleigh, NC |
27612 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 919-582-9050
Not Applicable
(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 to 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On December 20, 2017, BioDelivery Sciences International, Inc. (the Company) announced the appointment of Scott M. Plesha (Plesha), currently the Companys Senior Vice President of Sales and Marketing, to the role of President, effective January 2, 2018 (the Appointment). This coincides with the previously announced retirement of Dr. Mark A. Sirgo from his day-to-day role as President and Chief Executive Officer and his continuation as Vice Chairman of the Board of Directors. Besides Pleshas new responsibilities as President, Plesha will continue to directly oversee the Sales and Marketing functions of the Company.
In approving Pleshas appointment, the Companys Board of Directors determined and approved that the person fulfilling the role of President should be a named executive officer of the Company and, as a result, Plesha will be a named executive officer of the Company effective January 2, 2018.
Plesha and the Company are parties to a Letter of Employment, dated December 20, 2017, (the Letter of Employment) which is subject to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term. The Letter of Employment includes a base salary (which was subject to modification with the approval of the Compensation Committee of the Companys Board of Directors and is set at three hundred sixty-five thousand dollars ($365,000.00) for 2018), a target bonus equal to a percentage of his base salary (also subject to modification with the approval of the Compensation Committee of the Companys Board of Directors and is now set at forty-five percent (45%)), and other employee benefits.
The Company may terminate the Letter of Employment without cause and Plesha may resign upon 30 days advance written notice. The Company may immediately terminate the Letter of Employment for Cause (as defined in the Letter of Employment). Upon the termination of Pleshas employment for any reason, Plesha will continue to receive payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any applicable Company arrangements. If Plesha is terminated during the term of the Letter of Employment other than for Cause, Plesha is entitled to a lump sum severance payment equal to his full years base salary and a pro-rata bonus based on his bonus target; otherwise, Plesha will be entitled to a one-time cash severance payment equal 50% of his full years base salary. In the event that such termination is within six (6) months following a Change of Control (as defined in the Letter of Employment), the lump sum paid to Plesha will equal a one-time cash severance payment equal to the amount of his then current annual base salary.
In addition, the Letter of Employment will terminate prior to its scheduled expiration date in the event of Pleshas death or disability. The Letter of Employment also includes a two-year non-competition and non-solicitation and confidentiality covenants on terms identical to Pleshas existing employment arrangement with the Company. Under the terms of the Letter of Employment, Plesha is also entitled to the following benefits: health insurance, dental insurance, basic life & accidental death & dismemberment insurance, long and short term disability insurance, 401(k) Plan with employer match, and an employee stock options plan.
A copy of the Letter of Employment is filed as Exhibit 10.1 to this Current Report, and any description of the terms of the Letter of Employment are qualified by reference to the full text of the Letter of Employment.
Item 8.01 |
Other Information |
On December 20, 2017, the Company issued a press release announcing the Appointment and that the Company continues its search for a new Chief Executive Officer and anticipates an announcement regarding that executive role early next year, once the appropriate candidate is identified, which press release is attached as Exhibit 99.1 hereto.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Cautionary Note Regarding Forward-Looking Statements
This press release and any statements of employees, representatives and partners of BioDelivery Sciences International, Inc. (the Company) related thereto contain, or may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Companys plans, objectives, projections, expectations and intentions and other statements identified by words such as projects, may, will, could, would, should, believes, expects, anticipates, estimates, intends, plans, potential or similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties, including those detailed in the Companys filings with the Securities and Exchange Commission. Actual results (including, without limitation, the performance of the Companys officer as described herein and effectiveness of the Companys search for a new Chief Executive Officer as described herein) may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Companys control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.
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 hereunto duly authorized.
December 22, 2017 | BIODELIVERY SCIENCES INTERNATIONAL, INC. | |||||
By: | /s/ Ernest R. De Paolantonio | |||||
Name: | Ernest R. De Paolantonio | |||||
Title: | Chief Financial Officer, Secretary and Treasurer |
Exhibit 10.1
December 20, 2017
Scott M. Plesha
1410 Smythe Street
Daniel Island, SC 29492
Re: | Offer of Promotion |
Dear Scott:
BioDelivery Sciences International, Inc. (BDSI) is pleased to extend to you an offer of a promotion to President. In this position, you will be reporting to the Board of Directors until such time as a new Chief Executive Officer (CEO) is appointed, at which time you will report to the CEO.
In the role of President, you will be responsible, in accordance with the directives of the Board and CEO, for assisting with the overall management of BDSIs operations and the supervision of all subordinate officers and employees. You will also continue to directly oversee the Sales and Marketing Functions of BDSI and be responsible for creating and managing a budget for your area of responsibility.
If you decide to accept this offer, your proposed starting date in your new position will be January 3, 2018. You will receive an annual salary of $365,000.00 (three hundred sixty-five thousand dollars) payable bi-weekly. Your bonus target will be 45% of salary. This salary and bonus target are offered subject to approval by BDSIs compensation committee. Annual adjustments to salary, as well as bonus any additional stock option or RSU awards are at the discretion of the Board of Directors and based on meeting personal and corporate objectives for the year. You will also be provided with 4 weeks paid vacation according to BDSIs Vacation Policy in addition to 11 company-paid holidays each year.
Upon acceptance of this offer, you will continue to participate in the following benefits, in accordance with our policies as they may change from time to time:
| Health insurance |
| Dental Insurance |
| Basic Life & Accidental Death & Dismemberment Insurance |
| Long and Short Term Disability Insurance |
| 401(k) Plan (after 60 days) with Employer match |
| Employee Stock Options Plan |
Additionally, as a Regular, Full-time employee, you will continue to be entitled to six paid sick days due to illness in accordance with BDSIs Sick Leave Policy, which may be modified from time to time, at the discretion of the Board of Directors.
This agreement will have a term of one year running January 2, 2018 through January 2, 2019. This agreement will be subject to successive one-year renewals unless either party gives notice of non-extension at least 30 days prior to the end of any term.
BDSI may terminate your employment without cause at any time. You agree to give 30 days notice of any resignation. If BDSI terminates your employment other than for Cause (as defined below), or when your employment terminates in the case of your death or permanent disability, BDSI will pay you a one-time cash severance payment equal to your full years base salary and a pro-rata bonus based on your bonus target; otherwise, you will be entitled to a one-time cash severance payment equal 50% of your full years base salary.
As used herein, the term Cause means (i) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by you of any agreement between you and BDSI or your continuing failure to follow the direction of your direct report, BDSIs Chief Executive Officer or BDSIs Board of Directors; (ii) your gross negligence, willful misfeasance or breach of fiduciary duty; (iii) your commission of an act of fraud, embezzlement or any felony or crime of dishonesty in connection with your duties with BDSI; or (iv) your conviction of a felony or any other crime that would materially and adversely affect: (a) BDSIs business reputation or (ii) the performance of your duties for BDSI that includes meeting your performance objectives. In the event of a termination of your employment for Cause, BDSI will pay your salary and expenses reimbursable incurred through the date of termination, and thereafter BDSI shall have no further responsibility for termination or other payments to you.
In addition, if your employment with BDSI is terminated by BDSI or its successor within six (6) months following the occurrence of a Change of Control (as defined below) (a Severance Triggering Event), then: (i) you will be entitled to a one-time cash severance payment equal to the amount your then current annual base salary; (ii) you will receive a pro-rata bonus based on your annual target bonus; (iii) you shall maintain any rights that you may have been specifically granted pursuant to any of BDSIs or its successors retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) and any other employee benefit plans sponsored by BDSI or its successor and (iv) all unvested options or other equity securities to acquire shares of BDSI common stock granted to you under BDSIs 2011 Equity Incentive Plan or any similar plan (the Plan) shall immediately become fully vested and shall be exercisable to the extent provide for in the Plan. Following BDSI or its successors compliance with clauses (i), (ii), (iii) and (iv) above, BDSI or its successor shall have no further obligations to you following termination. In addition, upon any termination of your employment by BDSI, should BDSI agree in its discretion to pay you severance, a condition to the payment of any severance amount or post-termination benefit shall be: (i) BDSIs concurrent receipt of a general release by you of all claims against BDSI and its affiliates in the form reasonably acceptable to you and BDSI and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.
For purposes of the foregoing, the term Change of Control means the occurrence of any one or more of the following events (it being agreed that, with respect to paragraphs (i) and (iii) of this definition below, a Change of Control shall not be deemed to have occurred if the applicable third party acquiring party is an affiliate of BDSI within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended): (i) an acquisition (whether directly from BDSI or otherwise) of any voting securities of BDSI (the Voting Securities) by any Person (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the 1934 Act)), immediately after which such Person has Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of forty percent (40%) or more of the combined voting power of the BDSIs then outstanding Voting Securities; (ii) the individuals who, as of the date hereof, are members of BDSIs Board of Directors cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting BDSI, to constitute at least fifty-one percent (51%) of the members of BDSIs Board of Directors; or (iii) the consummation of: (A) a merger, consolidation or reorganization involving BDSI, where either or both of the events described in clauses (i) or (ii) above would be the result; (B) a liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, BDSI; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of BDSI to any Person (other than a transfer to a subsidiary of BDSI).
You agree that your existing two-year non-competition and non-solicitation agreements with BDSI shall remain in effect. You further agree that any prior confidentiality agreement you have with the Company shall remain in effect.
To formally accept this offer, please sign in the appropriate place below and return an executed copy of this letter to me. Please retain an executed copy of this letter for your own records.
We are excited about the future of BDSI and your contribution to our success. I look forward to hearing from you regarding this offer.
Regards, |
/s/ Mark A. Sirgo |
Mark A. Sirgo, PharmD |
President and Chief Executive Officer |
BioDelivery Sciences International, Inc. |
Acknowledged and agreed as of the date set forth below:
/s/ Scott M. Plesha |
Scott M. Plesha |
Dated: December 20, 2017 |
Exhibit 99.1
BioDelivery Sciences Appoints Scott Plesha to President
RALEIGH, NC December 20, 2017 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI) announced the appointment of Scott Plesha, currently Senior Vice President of Sales and Marketing at BDSI, to the role of President, effective January 2, 2018. This coincides with the previously announced retirement of Dr. Mark A. Sirgo from his day-to-day role as President and Chief Executive Officer and his continuation as Vice Chairman of the Board of Directors. BDSI continues its search for a new Chief Executive Officer and anticipates an announcement regarding that executive role early next year, once the appropriate candidate is identified. Besides his new responsibilities, Mr. Plesha will continue to directly oversee the Sales and Marketing functions.
Along with the Board of Directors, I want to congratulate Scott on this well-deserved promotion and associated expanded responsibilities. As he did at Salix Pharmaceuticals prior to joining BDSI, Scott has created an outstanding commercial organization as reflected in the success BDSI is experiencing behind BELBUCA, said Dr. Sirgo. BDSI will benefit from Scotts leadership skills in this expanded role. We are also looking forward to completing our ongoing CEO search early next year once the appropriate candidate is identified. Scotts appointment, and my support behind his efforts as I make my transition to the Board, gives BDSI time to identify the best person to lead BDSI. We have had a successful year with BELBUCA and are excited about the opportunities we have in front of us as we look to continue to grow BDSI and shareholder value into 2018.
About BioDelivery Sciences International
BioDelivery Sciences International, Inc. (NASDAQ: BDSI) is a specialty pharmaceutical company with a focus in the areas of pain management and addiction medicine. BDSI is utilizing its novel and proprietary BioErodible MucoAdhesive (BEMA ® ) technology and other drug delivery technologies to develop and commercialize, either on its own or in partnership with third parties, new applications of proven therapies aimed at addressing important unmet medical needs.
BDSIs marketed products and those in development address serious and debilitating conditions such as breakthrough cancer pain, chronic pain and opioid dependence. BDSIs headquarters is in Raleigh, North Carolina.
For more information, please visit or follow us:
Internet: | www.bdsi.com | |
Facebook: | Facebook.com/BioDeliverySI | |
Twitter: | @BioDeliverySI |
BUNAVAIL ® (buprenorphine and naloxone) buccal film (CIII) and BELBUCA ® (buprenorphine) buccal film (CIII) are marketed in the U.S. by BioDelivery Sciences. For full prescribing information and important safety information on BDSI products please visit www.bdsi.com where BDSI promptly posts press releases, SEC filings and other important information or contact BDSI at (800) 469-0261. For full prescribing and safety information on BELBUCA, please visit www.belbuca.com and for full prescribing and safety information on BUNAVAIL, please visit www.bunavail.com .
Cautionary Note on Forward-Looking Statements
This press release and any statements of employees, representatives and partners of BioDelivery Sciences International, Inc. (BDSI) related thereto contain, or may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the BDSIs plans, objectives, projections, expectations and intentions and other statements identified by words such as projects, may, will, could, would, should, believes, expects, anticipates, estimates, intends, plans, potential or similar expressions. These statements are based upon the current beliefs and expectations of the BDSIs management and are subject to significant risks and uncertainties, including those detailed in the BDSIs filings with the Securities and Exchange Commission. Actual results (including, without limitation, the performance of BDSIs officer as described herein and effectiveness of BDSIs search for a new Chief Executive Officer as described herein) may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the BDSIs control). BDSI undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.
BDSI ® , BEMA ® , ONSOLIS ® , BUNAVAIL ® and BELBUCA ® are registered trademarks of BioDelivery Sciences International, Inc. The BioDelivery Sciences, BUNAVAIL and BELBUCA logos are trademarks owned by BioDelivery Sciences International, Inc. All other trademarks and tradenames are owned by their respective owners.
© 2017 BioDelivery Sciences International, Inc. All rights reserved.
Contacts
Investors:
Al Medwar
Senior Vice President, Corporate and Business Development
BioDelivery Sciences International, Inc.
919-582-9050
amedwar@bdsi.com
Monique Kosse
Managing Director
LifeSci Advisors
212-915-3820
monique@lifesciadvisors.com