Avant Immunotherapeutics Inc - Current report filing (8-K)
18 Juli 2008 - 10:59PM
Edgar (US Regulatory)
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 14, 2008
AVANT
IMMUNOTHERAPEUTICS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-15006
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13-3191702
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(State or other
jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal
executive offices) (Zip Code)
(781) 433-0771
(Registrants
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:
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) As
previously disclosed, Dr. Una S. Ryan, who had been the Chief Executive
Officer and President of AVANT Immunotherapeutics, Inc. (the Company),
informed the Companys Board of her intention to depart from the Company
pending negotiation of the terms of her separation. The Company and Dr. Ryan executed a
separation agreement effective July 16, 2008 (Separation Agreement)
setting forth the terms of Dr. Ryans separation from the Company.
The
Separation Agreement provides, among other things, for: (i) consistent
with the terms of the pre-existing employment agreement between Dr. Ryan
and the Company (which was amended prior to the transaction in which Celldex
Therapeutics merged with a subsidiary of the Company to require this
merger-related payment in the event of Dr. Ryans separation from the
Company after the merger under certain circumstances), a lump sum cash payment
of $1,323,203, plus interest in the amount of $10,784.10, which is payable on November 8,
2008; (ii) a mutual general release; (iii) payment of insurance
premiums under COBRA for 18 months; (iv) reimbursement of attorneys fees
up to $30,000 and (v) vesting of options to purchase 153,125 shares of
Company common stock (of the options to purchase 612,500 shares of Company
common stock which had been granted to Dr. Ryan on March 7,
2008). The remainder of Dr. Ryans
options terminated as of July 16, 2008.
The
Separation Agreement also provides for Dr. Ryans resignation, effective July 16,
2008, from her position as a director of the Company and each of its
subsidiaries in connection with the execution of the Separation Agreement.
The
foregoing description of the Separation Agreement is intended to be a summary
and is qualified in its entirety by reference to such document, which is
attached as Exhibit 10.1 and is incorporated by reference herein.
(e)
The information set forth in Item 5.02(b) of this Current Report on Form 8-K
is incorporated herein by reference in its entirety.
Item
9.01. Financial Statements
and Exhibits
Exhibit
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Description
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10.1
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Separation
and General Release Agreement effective July 16, 2008 by and between the
Company and Una S. Ryan.
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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.
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AVANT
IMMUNOTHERAPEUTICS, INC.
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Date:
July 17, 2008
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By:
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/s/
Avery W. Catlin
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Avery
W. Catlin
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Title:
Senior Vice President and
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Chief
Financial Officer
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3
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