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 16, 2008 (April 15, 2008)
REPLIDYNE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-52082
(Commission File Number)
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84-1568247
(I.R.S. Employer
Identification No.) |
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1450 Infinite Drive,
Louisville, Colorado
(Address of principal executive offices)
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80027
(Zip Code) |
303-996-5500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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:
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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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 15, 2008, in connection with a restructuring of its operations, Replidyne, Inc. (the
“Company”) terminated the employment of Peter Letendre, Pharm.D., the Company’s Chief Commercial
Officer. The termination of Dr. Letendre is the result of the Company’s elimination of the
position of Chief Commercial Officer in this restructuring.
(e) Separation Agreement
On April 15, 2008, the Company entered into a separation agreement with Dr. Letendre (the
“Separation Agreement”). Pursuant to the terms of the Separation Agreement, the Company will pay
to Dr. Letendre the equivalent of twelve months of his base salary in effect immediately prior to
his termination, which is $306,800. Such payments will be made on the same basis and at the same
time as payments of Dr. Letendre’s base salary were made prior to the termination of his
employment. In addition, the Company also agreed to pay the premiums of group health insurance
COBRA continuation coverage for Dr. Letendre and his eligible dependents, up to a maximum period of
twelve months from his termination date. The Company will also pay the cost for Dr. Letendre to
participate in up to six months of outplacement services with Right Management Inc., up to a
maximum of $7,500, if such services are initiated within three months following the termination of
his consultant agreement with the Company, the terms of which consultant agreement are described
below. As consideration for the benefits of the Separation Agreement, Dr. Letendre will execute a
full general release of claims against the Company and its affiliates.
Consultant Agreement
On April 16, 2008, the Company entered into a consultant agreement with Dr. Letendre (the
“Consultant Agreement”). Pursuant to the Consultant Agreement, Dr. Letendre will advise and
consult with the Company on strategic planning and partnership opportunities related to the
Company’s anti-infective products, including faropenem medoxomil, and participate in discussions
and negotiations with potential partnership prospects. Dr. Letendre will also perform such other
services that relate to his areas of expertise and which the Company’s executive officers believe
would be beneficial to the Company.
Pursuant to the Consultant Agreement, the Company has agreed to pay Dr. Letendre an amount equal to
$10,000 for each full month of consulting services rendered to the Company by him during the period
from the effective date of the Consultant Agreement until July 31, 2008 (the “Initial Consulting
Period”), subject to pro ration for partial months of service. During the period from July 31,
2008 through December 31, 2008, and for any hours in excess of forty hours per month during the
Initial Consulting Period, Dr. Letendre will be compensated at a rate of $300 per hour. In
addition, the Company has agreed to grant Dr. Letendre stock options to purchase up to 40,000
shares of the Company’s common stock at an exercise price equal to the closing sales price of the
Company’s common stock on the Nasdaq Global Market on the grant date of such options. Such options
will vest over the course of the Consultant Agreement in eight equal monthly installments and have
an exercise period of up to three years from the termination date of the Consultant Agreement. Dr.
Letendre will also be eligible to receive a one-time lump sum bonus of up to $250,000 in the event
that the Company concludes a partnership of its faropenem program with certain parties, provided
that Dr. Letendre is actively providing consulting services through the date of execution of such
partnering agreement. The Consultant Agreement also provides that, in the event that the Company
consummates a change in control (as defined in the Company’s 2006 Equity Incentive Plan), prior to
the termination date of the Consultant Agreement, Dr. Letendre’s outstanding stock options shall
become fully vested and exercisable.
The Consultant Agreement terminates on December 31, 2008, provided that the Consultant Agreement
will automatically terminate immediately upon “just cause” or the consummation of a change in
control (as defined in the Company’s 2006 Equity Incentive Plan). For purposes of the Consultant
Agreement, “just cause” means the occurrence of one or more of the following: (i) Dr. Letendre’s
conviction of a felony or a crime involving moral turpitude or dishonesty; (ii) Dr. Letendre’s
participation in a fraud or act of dishonesty against the Company; (iii)
Dr. Letendre’s intentional and material damage to the Company’s property; (iv) Dr. Letendre’s
material breach of any provision of the Consultant Agreement that is not remedied within fourteen
days of written notice of such breach from the Company’s Board of Directors; (v) Dr. Letendre’s
failure to perform the required consulting services in accordance with the Consultant Agreement at
the times reasonably requested by the Company; or (vi) Dr. Letendre’s failure to execute his
Separation Agreement within twenty-one days of receipt of such Separation Agreement. Dr. Letendre
may terminate the Consultant Agreement at his convenience upon ten days prior written notice to the
Company. Upon the termination of the Consultant Agreement, Dr. Letendre will have the opportunity
to purchase at their depreciated fair market value the information technology devices provided by
the Company to him in order to perform his consulting services.
The Company intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting
that it be permitted to redact certain portions of the Separation Agreement and the Consultant
Agreement. The omitted material will be included in the request for confidential treatment.