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):
July 12, 2011
Commission File No. 000-16929
Soligenix, Inc.
(Exact name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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29 Emmons Drive,
Suite C-10
Princeton, NJ
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08540
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(Address of principal executive offices)
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(Zip Code)
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(609) 538-8200
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(Issuer’s telephone number, including area code)
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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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on December 28, 2007, Soligenix, Inc. (the “Company”) entered into a three-year employment agreement with Christopher J. Schaber, PhD, the Company’s President and Chief Executive Officer (the “Schaber Agreement”), and a three-year employment agreement with Evan Myrianthopoulos, the Company’s Chief Financial Officer (as previously amended, the “Myrianthopoulos Agreement”).
On July 12, 2011, the Company entered into an amendment to the Schaber Employment Agreement (the “Schaber Amendment”), which is effective as of July 1, 2011. Pursuant to the Schaber Amendment, Dr. Schaber’s base salary was increased from $350,000 to $390,000. Additionally, Dr. Schaber relinquished his minimum guaranteed annual bonus of $100,000 in favor of a performance based bonus. Therefore, and for all calendar years after December 31, 2011, the method of determining Dr. Schaber’s annual bonus was changed to a target of 40% of Dr. Schaber’s base salary (the “Schaber Targeted Amount”), which is to be determined by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors pursuant to the Company’s Compensation policy. For the calendar year ending December 31, 2011, the bonus will be determined by taking the greater of $50,000 or 40% of Dr. Schaber’s base salary pro-rated for six months plus the Schaber Targeted Amount pro-rated for six months.
Also on July 12, 2011, the Company entered into an amendment to the Myrianthopoulos Employment Agreement (the “Myrianthopoulos Amendment”), which is effective as of July 1, 2011. Pursuant to the Myrianthopoulos Amendment, Mr. Myrianthopoulos’s base salary was increased from $230,000 to $255,000. Additionally, Mr. Myrianthopoulos relinquished his minimum guaranteed annual bonus of $50,000 in favor of a performance based bonus. Therefore, and for all calendar years after December 31, 2011, the method of determining his annual bonus was changed from a minimum of $25,000 to a target of 30% of Mr. Myrianthopoulos’s base salary (the “Myrianthopoulos Targeted Amount”), which is to be determined by the Compensation Committee pursuant to the Company’s Compensation policy. For the calendar year ending December 31, 2011, the bonus will be determined by taking the greater of $25,000 or 30% of Mr. Myrianthopoulos’s base salary pro-rated for six months plus the Myrianthopoulos Targeted Amount pro-rated for six months.
None of the other terms of the Schaber Agreement or the Myrianthopoulos Agreement were modified in any material respect.
The foregoing description of the Schaber Amendment and the Myrianthopoulos Amendment does not purport to be complete and is qualified in its entirety by reference to the Schaber Amendment and the Myrianthopoulos Amendment, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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First Amendment to Employment Agreement dated as of July 12, 2011, between Soligenix, Inc. and Christopher J. Schaber, PhD
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10.2
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Second Amendment to Employment Agreement dated as of July 12, 2011, between Soligenix, Inc. and Evan Myrianthopoulos.
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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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Soligenix, Inc.
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July 14, 2011
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By:
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/s/ Christopher J. Schaber
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Christopher J. Schaber, PhD
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President and Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 10.1
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment (the “Amendment”) to Employment Agreement is made and entered into as of July 12, 2011 by and between Soligenix, Inc., a Delaware corporation (the “Corporation”), and Christopher J. Schaber, Ph.D. (the “Employee”).
RECITAL
A. The Employee and the Corporation desire to amend the Employment Agreement dated December 27, 2007 (the “Employment Agreement”), pursuant to the terms set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Employee hereby agree as follows:
1.
Section 3(a) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(a) (i) The Corporation shall pay the Employee an annual base salary (“Base Salary”) of three hundred ninety thousand dollars ($390,000), payable in accordance with the usual payroll period of the Corporation.
(ii) For the Corporation’s fiscal year ending December 31, 2011, the Employee shall be entitled to a bonus of: (A) the greater of $50,000 or 40% of Employee’s base salary prior to this Amendment in a pro-rated amount, based on six months and (B) a targeted annual bonus payment of 40% of the Base Salary pursuant to the Corporation’s Compensation Policy, payable after December 31, 2011 in a pro-rated amount, based on six months. Such bonus shall be determined by the Compensation Committee of the Board of Directors.
(iii) For the Corporation’s fiscal years ending after December 31, 2011, the Employee shall be entitled to a targeted annual bonus payment of 40% of the Base Salary pursuant to the Corporation’s Compensation Policy, payable at the end of each calendar year in a pro-rated amount, if applicable. Such bonus shall be determined by the Compensation Committee of the Board of Directors.
2.
Section 7(b) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(b)
Upon termination by the Corporation pursuant to subparagraph (iii) of paragraph 7(a) of the Employment Agreement or by Employee other than pursuant to subparagraph (iv) of paragraph 7(a) of the Employment Agreement, the Employee shall be entitled to receive the Base Salary plus bonus accrued but unpaid as of the date of termination, if any, including any vacation time accrued but not taken.
3.
Section 7(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(c)
Upon termination by the Corporation without Just Cause or pursuant to subparagraphs (i), (ii) or (iv) of paragraph 7(a) of the Employment Agreement, then (i) the term of the Employment Agreement as set forth in Section 2 thereof shall be deemed to have been terminated as of such date, and (ii) the Corporation shall pay the Employee: (a) nine months salary, (b) a pro rata bonus calculated by the average of Employee’s prior two year’s annual bonuses, if any, and based on the number of months that Employee was employed during the year in which Employee’s employment was terminated, and (c) any vacation accrued but not taken, payable upon the normal payroll periods of the Corporation with such payments to begin on the first payroll period following Employee’s termination of employment (“Severance Period”). Notwithstanding anything herein to the contrary, each payment made during the Severance Period shall be deemed to be a separate payment within the meaning of Section 409(a) of the Code and the regulations thereunder. Health benefits and life insurance will also be maintained for Employee (or his dependents in the event of termination pursuant to subparagraph (i)) by the Corporation during the Severance Period. No unvested options shall vest beyond the termination date, except where previously noted in Section 3(b) of the Employment Agreement or at the discretion of the administrators of the Corporation’s equity compensation plans.
4.
This Amendment is executed as of the date first above written but shall be given retroactive effect to July 1, 2011.
5.
All other provisions of the Employment Agreement are incorporated herein and shall remain in full force and effect, including, but not limited to capitalized terms that are not otherwise defined herein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first hereinabove written.
SOLIGENIX, INC.
By:
/s/ Evan Myrianthopoulos
Name:
Evan Myrianthopoulos
Title:
Chief Financial Officer
EMPLOYEE
/s/ Christopher J. Schaber
Christopher J. Schaber, Ph.D.
Exhibit 10.2
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Second Amendment (the “Amendment”) to Employment Agreement is made and entered into as of July 12, 2011 by and between Soligenix, Inc., a Delaware corporation (the “Corporation”), and Evan Myrianthopoulos (the “Employee”).
RECITAL
A. The Employee and the Corporation desire to amend the Employment Agreement dated December 27, 2007, as amended on January 4, 2011 (the “Employment Agreement”), pursuant to the terms set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Employee hereby agree as follows:
1.
Section 3(a) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(a) (i) The Corporation shall pay the Employee an annual base salary (“Base Salary”) of two hundred fifty-five thousand dollars ($255,000), payable in accordance with the usual payroll period of the Corporation.
(ii) For the Corporation’s fiscal year ending December 31, 2011, the Employee shall be entitled to a bonus of: (A) the greater of $25,000 or 30% of Employee’s base salary prior to this Amendment in a pro-rated amount, based on six months and (B) a targeted annual bonus payment of 30% of the Base Salary pursuant to the Corporation’s Compensation Policy, payable after December 31, 2011 in a pro-rated amount, based on six months. Such bonus shall be determined by the Compensation Committee of the Board of Directors.
(iii) For the Corporation’s fiscal years ending after December 31, 2011, the Employee shall be entitled to a targeted annual bonus payment of 30% of the Base Salary pursuant to the Corporation’s Compensation Policy, payable at the end of each calendar year in a pro-rated amount, if applicable. Such bonus shall be determined by the Compensation Committee of the Board of Directors.
2.
Section 7(b) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(b)
Upon termination by the Corporation pursuant to subparagraph (iii) of paragraph 7(a) the Employment Agreement or by Employee other than pursuant to subparagraph (iv) of paragraph 7(a) of the Employment Agreement, the Employee shall be entitled to receive the Base Salary plus bonus accrued but unpaid as of the date of termination, if any, including any vacation time accrued but not taken.
3.
Section 7(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:
(c) Upon termination by the Corporation without Just Cause or pursuant to subparagraphs (i), (ii) or (iv) of paragraph 7(a) of the Employment Agreement, then (i) the term of the Employment Agreement as set forth in Section 2 thereof shall be deemed to have been terminated as of such date, and (ii) the Corporation shall pay the Employee: (a) six months salary, (b) a pro rata bonus calculated by the average of Employee’s prior two year’s annual bonuses, if any, and based on the number of months that Employee was employed during the year in which Employee’s employment was terminated, and (c) any vacation accrued but not taken, payable upon the normal payroll periods of the Corporation with such payments to begin on the first payroll period following Employee’s termination of employment (“Severance Period”). Notwithstanding anything herein to the contrary, each payment made during the Severance Period shall be deemed to be a separate payment within the meaning of Section 409(a) of the Code and the regulations thereunder. Health benefits and life insurance will also be maintained for Employee (or his dependents in the event of termination pursuant to subparagraph (i)) by the Corporation during the Severance Period. No unvested options shall vest beyond the termination date, except where previously noted in Section 3(b) of the Employment Agreement or at the discretion of the administrators of the Corporation’s equity compensation plans.
4.
This Amendment is executed as of the date first above written but shall be given retroactive effect to July 1, 2011.
5.
All other provisions of the Employment Agreement are incorporated herein and shall remain in full force and effect, including, but not limited to capitalized terms that are not otherwise defined herein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first hereinabove written.
SOLIGENIX, INC.
By:
/s/ Christopher J. Schaber
Christopher J. Schaber, Ph.D.
Chief Executive Officer
EMPLOYEE
/s/ Evan Myrianthopoulos
Evan Myrianthopoulos