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): March 14, 2019
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35347 | 90-0475355 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
5500 Flatiron Parkway, Suite 100 Boulder, Colorado |
80301 | |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (303) 625-5000
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 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)) |
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 Arrangements of Certain Officers. |
(e) On March 14, 2019, Clovis Oncology, Inc. (the “Company”) entered into amendments to the employment agreements with each of Patrick Mahaffy, Daniel Muehl, Gillian Ivers-Read and Paul Gross, pursuant to which each agreed, without additional consideration, to the deletion of the provisions which would have entitled him or her to receive a gross-up payment in the event excise taxes would be imposed on any “parachute payments” under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (a “280G Gross-Up”). As a result of these amendments none of the Company’s named executive officers are entitled to any 280G Gross-Up amounts.
The foregoing description is qualified in its entirety by reference to the Employment Agreement Amendments, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 under Item 9.01 of this Form 8-K and are incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits .
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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.
| CLOVIS ONCOLOGY, INC. | ||||
| March 14, 2019 | By: |
/s/ Paul E. Gross |
||
| Name: | Paul E. Gross | |||
| Title: | Executive Vice President, General Counsel and Chief Compliance Officer | |||
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Exhibit 10.1
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment (this “ Amendment ”) to the Employment Agreement is entered into as of March 14, 2019 by and between Patrick Mahaffy (“ Employee ”) and Clovis Oncology, Inc. (the “ Company ”).
WHEREAS , Employee and the Company are parties to that certain Employment Agreement, dated August 24, 2011 (the “ Agreement ”); and
WHEREAS , Employee and the Company desire to amend the Agreement.
NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree to amend the Agreement as follows:
1. Capitalized Terms . Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.
2. Amendment to the Agreement . Sections 1(a), 1(o), 1(p), 1(r), 1(u), 1(v), 1(ee) and 13(b) of the Agreement are hereby deleted and replaced with “[Intentionally Omitted.]”.
3. Ratification and Confirmation . Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects and remains in full force and effect. Whenever the Agreement is referred to in this Amendment or in any other agreement, document or instrument, such reference shall be deemed to be to the Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.
4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. Section 17 of the Agreement is incorporated herein mutatis mutandis .
5. Controlling Document . In case of conflict between any of the terms and condition of this Amendment and the Agreement, the terms and conditions of this Amendment shall control.
6. Employee Acknowledgment . Employee acknowledges (i) that Employee has consulted with or has had the opportunity to consult with independent counsel of Employee’s own choice concerning this Amendment, and has been advised to do so by the Company, and (ii) that Employee has read and understands this Amendment, is fully aware of its legal effect, and has entered into it freely based on Employee’s own judgment. By signing this Amendment, Employee acknowledges and agrees that the changes made hereunder shall not constitute Good Reason for purposes of the Agreement.
7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable data format (.pdf) file or image file attachment.
8. Headings . Section headings are for convenience only and shall not be considered a part of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , Employee and the Company have caused this Amendment to be executed and delivered as of first date above written.
| /s/ Patrick Mahaffy |
| Patrick Mahaffy |
| CLOVIS ONCOLOGY, INC. |
| /s/ Paul Gross |
| Name: Paul Gross |
| Title: Executive Vice President, General Counsel and Chief Compliance Officer |
[Signature Page to Amendment to Employment Agreement]
Exhibit 10.2
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment (this “ Amendment ”) to the Employment Agreement is entered into as of March 14, 2019 by and between Daniel Muehl (“ Employee ”) and Clovis Oncology, Inc. (the “ Company ”).
WHEREAS , Employee and the Company are parties to that certain Employment Agreement, dated July 6, 2017 (the “ Agreement ”); and
WHEREAS , Employee and the Company desire to amend the Agreement.
NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree to amend the Agreement as follows:
1. Capitalized Terms . Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.
2. Amendment to the Agreement . Sections 1(a), 1(o), 1(p), 1(r), 1(u), 1(v), 1(dd) and 13(b) of the Agreement are hereby deleted and replaced with “[Intentionally Omitted.]”.
3. Ratification and Confirmation . Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects and remains in full force and effect. Whenever the Agreement is referred to in this Amendment or in any other agreement, document or instrument, such reference shall be deemed to be to the Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.
4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. Section 17 of the Agreement is incorporated herein mutatis mutandis .
5. Controlling Document . In case of conflict between any of the terms and condition of this Amendment and the Agreement, the terms and conditions of this Amendment shall control.
6. Employee Acknowledgment . Employee acknowledges (i) that Employee has consulted with or has had the opportunity to consult with independent counsel of Employee’s own choice concerning this Amendment, and has been advised to do so by the Company, and (ii) that Employee has read and understands this Amendment, is fully aware of its legal effect, and has entered into it freely based on Employee’s own judgment. By signing this Amendment, Employee acknowledges and agrees that the changes made hereunder shall not constitute Good Reason for purposes of the Agreement.
7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable data format (.pdf) file or image file attachment.
8. Headings . Section headings are for convenience only and shall not be considered a part of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , Employee and the Company have caused this Amendment to be executed and delivered as of first date above written.
| /s/ Daniel Muehl |
| Daniel Muehl |
| CLOVIS ONCOLOGY, INC. |
| /s/ Paul Gross |
| Name: Paul Gross |
| Title: Executive Vice President, General Counsel and Chief Compliance Officer |
[Signature Page to Amendment to Employment Agreement]
Exhibit 10.3
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment (this “ Amendment ”) to the Employment Agreement is entered into as of March 14, 2019 by and between Gillian Ivers-Read (“ Employee ”) and Clovis Oncology, Inc. (the “ Company ”).
WHEREAS , Employee and the Company are parties to that certain Employment Agreement, dated August 24, 2011 (the “ Agreement ”); and
WHEREAS , Employee and the Company desire to amend the Agreement.
NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree to amend the Agreement as follows:
1. Capitalized Terms . Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.
2. Amendment to the Agreement . Sections 1(a), 1(o), 1(p), 1(r), 1(u), 1(v), 1(ee) and 13(b) of the Agreement are hereby deleted and replaced with “[Intentionally Omitted.]”.
3. Ratification and Confirmation . Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects and remains in full force and effect. Whenever the Agreement is referred to in this Amendment or in any other agreement, document or instrument, such reference shall be deemed to be to the Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.
4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. Section 17 of the Agreement is incorporated herein mutatis mutandis .
5. Controlling Document . In case of conflict between any of the terms and condition of this Amendment and the Agreement, the terms and conditions of this Amendment shall control.
6. Employee Acknowledgment . Employee acknowledges (i) that Employee has consulted with or has had the opportunity to consult with independent counsel of Employee’s own choice concerning this Amendment, and has been advised to do so by the Company, and (ii) that Employee has read and understands this Amendment, is fully aware of its legal effect, and has entered into it freely based on Employee’s own judgment. By signing this Amendment, Employee acknowledges and agrees that the changes made hereunder shall not constitute Good Reason for purposes of the Agreement.
7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable data format (.pdf) file or image file attachment.
8. Headings . Section headings are for convenience only and shall not be considered a part of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , Employee and the Company have caused this Amendment to be executed and delivered as of first date above written.
| /s/ Gillian Ivers-Read |
| Gillian Ivers-Read |
| CLOVIS ONCOLOGY, INC. |
| /s/ Paul Gross |
| Name: Paul Gross |
| Title: Executive Vice President, General Counsel and Chief Compliance Officer |
[Signature Page to Amendment to Employment Agreement]
Exhibit 10.4
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment (this “ Amendment ”) to the Employment Agreement is entered into as of March 14, 2019 by and between Paul Gross (“ Employee ”) and Clovis Oncology, Inc. (the “ Company ”).
WHEREAS , Employee and the Company are parties to that certain Employment Agreement, dated July 6, 2017 (the “ Agreement ”); and
WHEREAS , Employee and the Company desire to amend the Agreement.
NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree to amend the Agreement as follows:
1. Capitalized Terms . Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.
2. Amendment to the Agreement . Sections 1(a), 1(o), 1(p), 1(r), 1(u), 1(v), 1(dd) and 13(b) of the Agreement are hereby deleted and replaced with “[Intentionally Omitted.]”.
3. Ratification and Confirmation . Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects and remains in full force and effect. Whenever the Agreement is referred to in this Amendment or in any other agreement, document or instrument, such reference shall be deemed to be to the Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.
4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado. Section 17 of the Agreement is incorporated herein mutatis mutandis .
5. Controlling Document . In case of conflict between any of the terms and condition of this Amendment and the Agreement, the terms and conditions of this Amendment shall control.
6. Employee Acknowledgment . Employee acknowledges (i) that Employee has consulted with or has had the opportunity to consult with independent counsel of Employee’s own choice concerning this Amendment, and has been advised to do so by the Company, and (ii) that Employee has read and understands this Amendment, is fully aware of its legal effect, and has entered into it freely based on Employee’s own judgment. By signing this Amendment, Employee acknowledges and agrees that the changes made hereunder shall not constitute Good Reason for purposes of the Agreement.
7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable data format (.pdf) file or image file attachment.
8. Headings . Section headings are for convenience only and shall not be considered a part of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF , Employee and the Company have caused this Amendment to be executed and delivered as of first date above written.
| /s/ Paul Gross |
| Paul Gross |
| CLOVIS ONCOLOGY, INC. |
| /s/ Patrick Mahaffy |
| Name: Patrick Mahaffy |
| Title: President and CEO |
[Signature Page to Amendment to Employment Agreement]