- Amended Current report filing (8-K/A)
31 Décembre 2008 - 5:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant To Section 13 OR 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 9, 2008
NUCRYST PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
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Alberta, Canada
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000-51686
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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NUCRYST Pharmaceuticals Corp.
101 College Road East
Princeton, New Jersey 08540
(Address of principal executive offices)
Registrants telephone number, including area code:
(609) 228-8220
(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):
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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
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(e) As previously reported on a Form 8-K filed on December 15, 2008, in connection with the
previously announced relocation of the executive headquarters of NUCRYST Pharmaceuticals Corp. (the
Company) from Wakefield, Massachusetts to Princeton, New Jersey, the Companys Board of Directors
terminated the employment of Edward Gaj, Jr., Vice President, Corporate Development, as an officer
of the Company and as an employee of NUCRYST Pharmaceuticals Inc.
(NPI), for reasons other than
cause effective December 31, 2008 (the Termination
Date). On December 24, 2008, NPI and Mr. Gaj entered into a Separation
Agreement and General Release (the Separation Agreement) that provides for the termination of Mr.
Gajs employment with NPI and as an officer of the Company, which agreement will become effective on January 1, 2009, unless it is revoked
by Mr. Gaj before that date. Should Mr. Gaj revoke the Separation Agreement, the Company will be
obligated to make only those payments required under his existing employment arrangements.
Under the Separation Agreement, and subject to the terms and conditions set forth therein, Mr.
Gaj is entitled to the following severance payments and benefits:
1.
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A lump sum payment of $135,000 less applicable withholdings and deductions paid within 30 days
following the Termination Date; and
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2.
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health care continuation coverage under COBRA until June 30, 2009.
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In consideration for the payments and benefits described above, Mr. Gaj provided to NPI, the
Company and their affiliates a general release of claims as contained in the Separation Agreement.
Mr. Gajs outstanding equity incentive awards, including any vested options or vested
restricted stock units, will be governed by the terms and
conditions set forth in the applicable award agreements under which the equity incentives were
previously granted.
On December 24, 2008, NPI and Mr. Gaj entered into a consulting agreement (the Consulting
Agreement), effective January 1, 2009, pursuant to which Mr. Gaj will provide consulting services
to NPI as may be requested from time to time by NPI at a fee of $900 per day. The Consulting
Agreement is terminable by either party upon provision of written notice to the other party.
The foregoing description of the Separation Agreement and Consulting Agreement is only a
summary, is not complete and is qualified in its entirety by reference to the full text of the
agreements, which are attached hereto as Exhibits 10.58 and 10.59 and are incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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Number
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Description
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10.58
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Separation Agreement and General Release between NUCRYST
Pharmaceuticals Inc. and Edward Gaj, Jr., dated December 24, 2008.
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10.59
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Consulting Agreement between NUCRYST Pharmaceuticals Inc. and
Edward Gaj, Jr., effective January 1, 2009.
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2
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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Nucryst Pharmaceuticals Corp.
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By:
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/s/Carol L. Amelio
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Carol L. Amelio
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Vice President, General Counsel and
Corporate Secretary
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Dated: December 31, 2008.
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.58
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Separation Agreement and General Release between NUCRYST
Pharmaceuticals Inc. and Edward Gaj, Jr., dated December 24, 2008.
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10.59
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Consulting Agreement between NUCRYST Pharmaceuticals Inc. and
Edward Gaj, Jr., effective January 1, 2009.
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4
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