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): June 13, 2016
 
 
Arena Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
000-31161
 
23-2908305
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
6154 Nancy Ridge Drive, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
858.453.7200
(Registrant’s telephone number, including area code)
N/A
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



In this report, “Arena Pharmaceuticals,” “Arena,” “Company,” “we,” “us” and “our” refer to Arena Pharmaceuticals, Inc., and/or one or more of our wholly owned subsidiaries, unless the context otherwise provides. Arena Pharmaceuticals® and Arena® are registered service marks of Arena Pharmaceuticals, Inc.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Principal Financial Officer
On June 13, 2016, our Board of Directors, or Board, appointed Kevin R. Lind as Executive Vice President and Chief Financial Officer (as well as our principal financial officer), effective June 15, 2016. Mr. Lind will report to Amit D. Munshi, our President and Chief Executive Officer, who had also served as our interim principal financial officer until June 15, 2016.
Mr. Lind, 40, joins Arena from TPG Special Situations Partners, a global investment firm, where he was a Principal focused on healthcare since January 2009. Mr. Lind was a member of the TPG Pharma Partners effort at TPG-Axon, a global investment firm, from 2006 to 2008. He served in various capacities as a healthcare investment banker at Lehman Brothers, Inc., a former global financial services firm, from 1998 to 2002 and 2004 to 2006. Mr. Lind received a B.S. from Stanford University in Biological Sciences and an M.B.A. from UCLA Anderson School of Management.
In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Lind and we entered into an employment agreement. Pursuant to the employment agreement, Mr. Lind is entitled to: (i) an annual base salary of $400,000; (ii) participation under our Annual Incentive Plan with a target bonus of up to 50% of his then-current base salary; (iii) an option to purchase up to 800,000 shares of our common stock under our 2013 Long-Term Incentive Plan, as amended, subject to a four-year vesting period; and (iv) participation under our Amended and Restated Severance Benefit Plan, as amended by Amendment No. 1 on June 15, 2016, to include Mr. Lind in the plan with a severance period of 18 months. In addition, we will pay up to $50,000 of Mr. Lind’s qualified moving expenses for relocation to the San Diego area, with any unused portion to be paid as a bonus in 2017.
The foregoing summaries of the employment agreement and the severance benefit plan do not purport to be complete and are qualified in their entirety by reference to the complete employment agreement and severance benefit plan, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
There are no arrangements or understandings between Mr. Lind and any other persons pursuant to which he was selected as our Executive Vice President and Chief Financial Officer. There are also no family relationships between Mr. Lind and any of our directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Amendment to 2013 Long-Term Incentive Plan
On June 13, 2016, in connection with Mr. Lind’s appointment as Executive Vice President and Chief Financial Officer, our Board approved an amendment to our 2013 Long-Term Incentive Plan, or LTIP, to reserve 800,000 shares of common stock (in addition to the 3,800,000 shares it previously reserved in connection with inducement awards) exclusively for the grant of stock awards to employees who have not previously been one of our employees or directors, except following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with us within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The LTIP was amended by our Board without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.
The foregoing su mmary of the amendment to our LTIP does not purport to be complete and is qualified in its entirety by reference to our LTIP, as amended, a copy of which is attached as Exhibit 99.1 to the registration statement on Form S-8 we filed with the Securities and Exchange Commission on June 14, 2016, Commission File No. 333-212012.
Item 7.01 Regulation FD Disclosure.
On June 13, 2016, in connection with the appointment of Mr. Munshi to our Board of Directors, our Board increased the size of our Board from eight to nine directors.


1

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
10.1
 
Employment agreement, dated as of June 14, 2016, between Arena and Kevin R. Lind
10.2
 
Amendment No. 1, effective June 13, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and, as amended, providing benefits for Drs. Audet, Behan and Shanahan and Messrs. Lind, Mezzino and Spector

2

SIGNATURE
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.
 
Date: June 15, 2016
Arena Pharmaceuticals, Inc.
 
 
 
 
By: 
 
/s/ Amit D. Munshi
 
 
 
Amit D. Munshi
 
 
 
President and Chief Executive Officer


3

EXHIBIT INDEX


Exhibit No.
 
Description
10.1
 
Employment agreement, dated as of June 14, 2016, between Arena and Kevin R. Lind
10.2
 
Amendment No. 1, effective June 13, 2016, to Amended and Restated Severance Benefit Plan, effective May 9, 2016, and, as amended, providing benefits for Drs. Audet, Behan and Shanahan and Messrs. Lind, Mezzino and Spector

Exhibit 10.1



June 10, 2016
 
 
 
AMENDED



Kevin Lind
40 Loraine Court
San Francisco, CA 94118

Dear Kevin,

I am pleased to offer you, subject to approval by the Board of Directors and its Compensation Committee, the regular, full-time, exempt position of Chief Financial Officer , reporting to Amit Munshi, President & Chief Executive Officer.

You will receive a semi-monthly salary of $16,666.67 which annualized is $400,000.00 . In addition, as an inducement material to entering into employment with Arena, you will be granted 800,000 nonstatutory stock options that entitle you to purchase Arena stock at a price and on terms to be determined by the Compensation Committee of the Board of Directors. You are also entitled to participate in a bonus plan of up to 50% of your base salary earned during the year. You will also be eligible to participate in the employee benefit programs provided by Arena, which currently include medical, dental/vision reimbursement, life, AD&D, short-term and long-term disability insurance programs, a 401(k) plan and Employee Stock Purchase Plan (ESPP), you are entitled to enter into a standard form of Indemnification Agreement maintained by Arena for its executive officers, and you will participate in Arena’s Severance Benefit Plan with a severance period of 18 months.

Arena will also pay up to $50,000 of your qualified moving expenses for relocation to the San Diego area.  Qualified moving expenses include actual moving expenses to San Diego and are summarized in the Internal Revenue Service Publication 521. You must submit any qualified moving expenses to us within six (6) months of when incurred (and no later than June 14, 2017). If your qualified moving expenses are less than $50,000, we will pay you on June 15, 2017, any unused portion as a bonus, less payroll taxes, and subject to your not having voluntarily terminated your employment before such time. The entire sum of $50,000 will be repayable by you to Arena if you voluntarily choose to terminate your employment before the second anniversary of your employment start date.

This offer is subject to:
•
Successful completion of background verification conducted by an Arena service provider.

•
Verification of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. You must complete section 1 only of the attached* I-9 form and provide the required documentation on your first day of employment. For assistance with employment (H-1B) visa issues, please contact Allison Anderson at extension 1737.


Kevin Lind
 
Page 2

June 10, 2016
 
 
    

•
Execution of the attached* Employee Proprietary Information and Inventions Agreement , which specifies your responsibilities regarding proprietary information, trade secrets and intellectual property.

•
Completion and confirmation of all other required employment and benefits forms, including the attached* Policy-Protection of Material/Prevention of Insider Trading, IT Security and Compliance Policy, Code of Business Conduct and Ethics, Anti-Corruption Policy, Policy Against Harassment, Policy on Filing, Receipt, and Treatment of Complaints, Policy Regarding Serving of Alcohol at Company Events, Legal Hold Policy, Publication Policy, Corporate Communications Guidelines, Lab Notebook Policy, and PhRMA Code on Interactions with Healthcare Professionals.

All other employment forms will be included in your New Hire/Benefits package and forwarded to you on or before your start date in preparation for orientation on your first day.

Consistent with Arena policy, your employment will be terminable at will and is guaranteed for no specified period. This means that you may resign at any time and Arena may terminate your employment at any time with or without cause and without notice. This “at will” status may not be changed except by written agreement signed by both you and the Chief Executive Officer of Arena Pharmaceuticals. By signing this offer letter, you acknowledge that no representative of Arena has made any statement to the contrary in discussing prospective employment with you.

You represent that your employment with Arena will not conflict with or violate any agreement or understanding with a former employer or other person or entity.

If you accept this offer, please sign both copies of this letter signifying your agreement, and return one copy to the Benefits and Employee Resources Department on or before June 15, 2016 . Complete and return the attached additional documents as well. Please contact a member of the Benefits and Employee Resources Department if you have any questions or concerns.

Kevin, we look forward to having you as a member of the Arena team and hope our future association will be rewarding for you as well as the company.

Sincerely,

/s/ Amit D. Munshi
Amit D. Munshi
President and Chief Executive Officer

Kevin Lind
 
Page 3

June 10, 2016
 
 
    

Acceptance:

I accept the offer as stated in this letter and I agree to the terms of employment described, including that my employment relationship is terminable at will by either me or Arena, with or without cause or notice.

/s/ Kevin Lind                    6/14/16
Kevin Lind                     Date


Offer Expiration Date: June 14, 2016
Proposed Start Date: June 15, 2016


cc:     Amit D. Munshi
President & Chief Executive Officer
    

*These forms will not be attached to faxed or emailed copies of the offer letter.

Exhibit 10.2


AMENDMENT NO. 1 TO

ARENA PHARMACEUTICALS, INC.
 
AMENDED AND RESTATED SEVERANCE BENEFIT PLAN
 
The Arena Pharmaceuticals, Inc., Amended and Restated Severance Benefit Plan, dated May 9, 2016 (the “ Plan ”), is hereby further amended as of June 15, 2016, by this Amendment No. 1 as follows:

Kevin R. Lind is hereby added to Exhibit A of the Plan, with a Severance Period of 18 months.
 
To record the adoption of this Amendment No. 1, Arena Pharmaceuticals, Inc., has caused its duly authorized officer to execute the same this 15th day of June 2016.
 

Arena Pharmaceuticals, Inc.
 
 
/s/ Amit D. Munshi
Amit D. Munshi
President and Chief Executive Officer