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): April 14, 2016
ARQULE, INC.
(Exact Name of Issuer as Specified in Charter)
| Delaware | 000-21429 | 04-3221586 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Wall Street
Burlington, MA
(Address of principal executive offices)
01803
(Zip code)
(781) 994-0300
(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)) |
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment and Extension of Employment Agreements
On April 14, 2016, ArQule, Inc. (the “Registrant” or “ArQule”) amended certain terms of the following employment agreements:
CEO
Employment Agreement between the Registrant and Paolo Pucci, the Registrant’s Chief Executive Officer, dated April 15, 2008 and amended on July 15, 2010 and March 8, 2013 (as amended, the “CEO Employment Agreement”).
The April 14, 2016 amendment provides for a term of employment through December 31, 2018, unless earlier terminated in accordance with the provisions of Section 5 of the Employment Agreement (the “Employment Term”), provided that the Company shall provide Executive with no fewer than ninety (90) days advance written notice in the event it decides not to extend this Agreement beyond the Employment Term or negotiate in good faith a new agreement, and in the event the Company does not provide such 90-day advance notice, the Company shall pay Executive up to 90 days of his Base Salary in lieu of such advance notice.
All other material terms of the CEO Employment Agreement that were in effect prior to the Committee’s approval of the April 14, 2016 amendment remain in effect. The foregoing summary of the material terms of the April 14, 2016 amendment to the CEO Employment Agreement is qualified by reference to the full text of the April 14, 2016 amendment which is included as Exhibit 10.1 hereto and incorporated by reference herein and to the terms of the CEO Employment Agreement.
COO
Employment Agreement between ArQule, Inc. and Peter S. Lawrence, the Registrant’s President and Chief Operating Officer, dated April 13, 2006 and amended October 4, 2007, April 14, 2008 and March 8, 2013 (as amended, the “COO Employment Agreement”).
The April 14, 2016 amendment provides for a term of employment through December 31, 2018.
All other material terms of the COO Employment Agreement that were in effect prior to the Committee’s approval of the April 14, 2016 amendment remain in effect. The foregoing summary of the material terms of the April 14, 2016 amendment to the COO Employment Agreement is qualified by reference to the full text of the April 14, 2016 amendment which is included as Exhibit 10.2 hereto and incorporated by reference herein and to the terms of the COO Employment Agreement.
CMO
Employment Agreement between ArQule, Inc. and Brian Schwartz, the Registrant’s Chief Medical Officer, dated June 17, 2008 and amended February 23, 2012 and March 8, 2013 (as amended, the “CMO Employment Agreement”). The April 14, 2016 amendment provides for a term of employment through December 31, 2018.
All other material terms of the CMO Employment Agreement that were in effect prior to the Committee’s approval of the April 14, 2016 amendment remain in effect. The foregoing summary of the material terms of the April 14, 2016 amendment to the CMO Employment Agreement is qualified by reference to the full text of the current amendment which is included as Exhibit 10.3 hereto and incorporated by reference herein and to the terms of the CMO Employment Agreement.
| 2 |
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Third Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Paolo Pucci, filed herewith (File No. 000-21429).
10.2 Fourth Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Peter S. Lawrence, filed herewith (File No. 000-21429).
10.3 Third Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Brian Schwartz, filed herewith (File No. 000-21429).
10.4 Employment Agreement, dated as of April 15, 2008, by and between ArQule, Inc. and Paolo Pucci. Filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on April 18, 2008 (File No. 000-21429) and incorporated herein by reference.
10.5 Amendment to Employment Agreement, dated as of July 15, 2010, by and between ArQule, Inc. and Paolo Pucci. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed on August 4, 2010 (File No. 000-21429) and incorporated herein by reference.
10.6 Second Amendment to Employment Agreement, dated as of March 8, 2013, by and between ArQule, Inc. and Paolo Pucci. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 11, 2013 (File No. 000-21429) and incorporated herein by reference.
10.7 Employment Agreement between ArQule, Inc. and Peter S. Lawrence, dated April 13, 2006. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 18, 2006 (File No. 000-21429) and incorporated herein by reference.
10.8 Amendment to Employment Agreement, dated as of October 4, 2007, by and between ArQule, Inc. and Peter S. Lawrence. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 10, 2007 (File No. 000-21429) and incorporated herein by reference.
10.9 Second Amendment to Employment Agreement, dated April 14, 2008, by and between ArQule, Inc. and Peter S. Lawrence. Filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on April 18, 2008 (File No. 000-21429) and incorporated herein by reference.
10.10 Third Amendment to Employment Agreement, dated as of March 8, 2013, by and between ArQule, Inc. and Peter S. Lawrence. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 11, 2013 (File No. 000-21429) and incorporated herein by reference.
10.11 Employment Agreement, dated as of June 17, 2008, by and between ArQule, Inc. and Brian Schwartz, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 24, 2012 (File No. 000-21429) and incorporated herein by reference.
10.12 Amendment to Employment Agreement dated as of February 23, 2012 by and between ArQule, Inc. and Brian Schwartz, filed as Exhibit 10.2 to Amendment No.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2012 (File No. 000-21429) and incorporated herein by reference.
10.13 Second Amendment to Employment Agreement, dated as of March 8, 2013, by and between ArQule, Inc. and Brian Schwartz. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 11, 2013 (File No. 000-21429) and incorporated herein by reference.
| 3 |
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.
|
ARQULE, INC. (Registrant) |
||
| /s/ Peter S. Lawrence | ||
| Peter S. Lawrence | ||
| President and Chief Operating Officer |
April 14, 2016
| 4 |
Exhibit Index
| Exhibit No . | Description |
| 10.1 | Third Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Paolo Pucci, filed herewith (File No. 000-21429). |
| 10.2 | Fourth Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Peter S. Lawrence, filed herewith (File No. 000-21429). |
| 10.3 | Third Amendment to Employment Agreement dated as of April 14, 2016, by and between ArQule, Inc. and Brian Schwartz, filed herewith (File No. 000-21429). |
| 5 |
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (“Third Amendment”), effective as of April 14, 2016 (the “Effective Date”) is entered into by and between ArQule, Inc., a Delaware corporation (the “Company”) with its principal offices at One Wall Street, Burlington, Massachusetts 01803, and Paolo Pucci (“Executive”). The purpose of this Third Amendment is to amend the employment agreement dated as of April 15, 2008 between the Company and Executive, as previously amended by an agreement effective as of July 15, 2010 (the “First Amendment”), and as further amended by an agreement effective as of March 8, 2013 (the “Second Amendment”); the employment agreement as so amended is hereinafter referred to as the “Employment Agreement”). Capitalized terms used but not defined in this Third Amendment shall have the meanings ascribed to them in the Employment Agreement.
In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Company and Executive (collectively, the “Parties”) hereby agree as follows:
| 1 | Term of Employment. Section 1 of the Employment Agreement, as amended, is hereby amended and replaced in its entirety with the following: |
“The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment with the Company, upon the terms and subject to the conditions set forth in the Employment Agreement. The Parties agree that the employment term shall continue through December 31, 2018, unless earlier terminated in accordance with the provisions of Section 5 of the Employment Agreement (the “Employment Term”), provided that the Company shall provide Executive with no fewer than ninety (90) days advance written notice in the event it decides not to extend this Agreement beyond the Employment Term or negotiate in good faith a new agreement, and in the event the Company does not provide such 90-day advance notice, the Company shall pay Executive up to 90 days of his Base Salary in lieu of such advance notice.”
| 2 | Entire Understanding. This Third Amendment constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, written or oral, with respect to the subject matter hereof, except that, other than as explicitly modified by the terms of this Third Amendment, the Employment Agreement shall remain in full force and effect in accordance with its provisions. This Third Amendment shall be incorporated into the Employment Agreement as an additional provision thereto. |
| 3 | Governing Law. This Third Amendment shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Amendment as of the date set forth above.
| ARQULE, INC. | EXECUTIVE | |||
| By: | /s/ William G. Messenger | By: | /s/ Paolo Pucci | |
| Name: William G. Messenger | Name: Paolo Pucci | |||
| Title: Chairman of the Compensation, | ||||
| Nominating and Governance Committee | ||||
Exhibit 10.2
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment to Employment Agreement (“Fourth Amendment”), effective as of April 14, 2016 (the “Effective Date”), is entered into by and between ArQule, Inc., a Delaware corporation (the “Company”) with its principal offices at One Wall Street, Burlington, Massachusetts 01803, and Peter Lawrence (“Executive”). The purpose of this Fourth Amendment is to amend the employment agreement dated as of April 13, 2006 between the Company and Executive, as previously amended by an agreement effective as of October 4, 2007 (the “First Amendment”), and as further amended by an agreement effective as of April 14, 2008 (the “Second Amendment”), and as further amended by an agreement effective as of March 8, 2013 (the “Third Amendment”; the employment agreement as so amended is hereinafter referred to as the “Employment Agreement”).Capitalized terms used but not defined in this Fourth Amendment shall have the meanings ascribed to them in the Employment Agreement.
In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Company and Executive (collectively, the “Parties”) hereby agree as follows:
| 1 | Term of Employment. Section 1 of the Employment Agreement, is hereby amended and replaced in its entirety with the following: |
“The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment with the Company, upon the terms and subject to the conditions set forth in the Employment Agreement. The Parties agree that the employment term shall continue through December 31, 2018, unless earlier terminated in accordance with the provisions of Section 5 of the Employment Agreement (the “Employment Term”).”
| 2 | Entire Understanding. This Fourth Amendment constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, written or oral, with respect to the subject matter hereof, except that, other than as explicitly modified by the terms of this Fourth Amendment, the Employment Agreement shall remain in full force and effect in accordance with its provisions. This Fourth Amendment shall be incorporated into the Employment Agreement as an additional provision thereto. |
| 3 | Governing Law. This Fourth Amendment shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Amendment as of the date set forth above.
| ARQULE, INC. | EXECUTIVE | |||
| By: | /s/ Paolo Pucci | By: | /s/ Peter S Lawrence | |
| Name: Paolo Pucci | Name: Peter S. Lawrence | |||
| Title: Chief Executive Officer | ||||
Exhibit 10.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (“Third Amendment”), effective as of April 14, 2016 (the “Effective Date”) is entered into by and between ArQule, Inc., a Delaware corporation (the “Company”) with its principal offices at One Wall Street, Burlington, Massachusetts 01803, and Brian Schwartz (“Executive”). The purpose of this Third Amendment is to amend the employment agreement dated as of June 17, 2008 between the Company and Executive, as previously amended by an agreement effective as of February 23, 2012 (the “First Amendment”) and as further amended by an agreement effective as of March 8, 2013 (the “Second Amendment”); the employment agreement as so amended is hereinafter referred to as the “Employment Agreement”). Capitalized terms used but not defined in this Third Amendment shall have the meanings ascribed to them in the Employment Agreement.
In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Company and Executive (collectively, the “Parties”) hereby agree as follows:
| 1 | Term of Employment. Section 1 of the Employment Agreement, as amended, is hereby amended and replaced in its entirety with the following: |
“The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment with the Company, upon the terms and subject to the conditions set forth in the Employment Agreement. The Parties agree that the employment term shall continue through December 31, 2018, unless earlier terminated in accordance with the provisions of Section 5 of the Employment Agreement (the “Employment Term”).”
| 2 | Entire Understanding. This Third Amendment constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, written or oral, with respect to the subject matter hereof, except that, other than as explicitly modified by the terms of this Third Amendment, the Employment Agreement shall remain in full force and effect in accordance with its provisions. This Third Amendment shall be incorporated into the Employment Agreement as an additional provision thereto. |
| 3 | Governing Law. This Third Amendment shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Amendment as of the date set forth above.
| ARQULE, INC. | EXECUTIVE | |||
| By: | /s/ Paolo Pucci | By: | /s/ Brian Schwartz | |
| Name: Paolo Pucci | Name: Brian Schwartz | |||
| Title: Chief Executive Officer | ||||