form_8-k.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
January
30, 2009
SCOLR
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31982
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91-1689591
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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19204
North Creek Parkway, Suite 100
Bothell,
WA 98011
(Address
of principal executive offices)
(425) 368-1050
(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(b) under the Exchange Act (17 CFR
240.14a-12(b))
[ ]
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))
SCOLR
PHARMA, INC.
FORM
8-K
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On January 30, 2009 SCOLR Pharma, Inc.
(the “Company”) entered into an Employment Agreement (the “Agreement”) with Dr.
Bruce S. Morra in connection with Dr. Morra’s appointment as the Company’s
President and Chief Executive Officer. A brief summary of the
material terms of the Agreement is included in Item 5.02 of this Current Report
on Form 8-K and is incorporated by reference herein.
On
January 30, 2009, the Company also approved a consulting arrangement with Wayne
L. Pines, an international consultant on FDA-related regulatory and media issues
and a director of the Company, pursuant to which Mr. Pines will advise the
Company on regulatory matters. The Company will pay Mr. Pines $15,000 per year
(on a quarterly basis) and the arrangement may be terminated by either party on
30 days notice.
Additionally,
on January 30, 2009, the Company approved an arrangement compensating Dr. Morra
in the amount of $15,864 for consulting services for the period of January 19,
2009 through January 29, 2009.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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(c) In a meeting held on January 30,
2009, the Board of Directors of the Company appointed Dr. Bruce S. Morra, 54, as
President and Chief Executive Officer. Dr. Morra joined the Corporation’s Board
of Directors in 2007 and has more than 25 years of pharmaceutical, medical
device, drug delivery, biotech and polymers industry leadership experience. From
2004 to 2009, Dr. Morra was a private consultant to companies in these
industries. From 2003 to 2004, Dr. Morra was President of West
Pharmaceutical Services’ drug delivery and contract clinical research
businesses. From 2002 to 2003, he was Chief Business Officer of
Progenitor Cell Therapy, LLC, a start-up company performing stem cell and other
cell therapy process, device and drug contract research and manufacturing. From
1998 to 2004, Dr. Morra served as President, Chief Operating Officer and Chief
Financial Officer of Biopore Corporation and its sister company Polygenetics,
Inc. He is a member of the boards of directors of InforMedix
Holdings, Inc. and Unigene Laboratories, Inc. Dr. Morra earned his Ph.D. and
M.S. in Polymer Science and Engineering and his M.B.A. from the University of
Massachusetts, Amherst in 1980, after graduating magna cum laude in Chemical
Engineering from Princeton University in 1976.
In
connection with his appointment as President and Chief Executive Officer, Dr.
Morra and the Company entered into an Employment Agreement dated January 30,
2009 (the “Agreement”). The Agreement has an initial term of 12
months and may be extended by agreement of the parties. Under the
Agreement, Dr. Morra will receive a base salary for the 12 month term of
$367,500. In addition, Dr. Morra will be eligible for bonus
compensation of up to 50% of his base salary upon achievement of certain
performance targets to be determined by the Compensation Committee of the
Company’s Board of Directors, and up to 100% of his base salary if such targets
are exceeded and Dr. Morra remains employed by the Company on the last day of
the performance period.
On the date of his appointment Dr.
Morra was awarded stock options exercisable for 500,000 shares of the Company’s
common stock. 50% of the options subject to the award were
immediately vested, 25% of the options subject to the award will vest on June
18, 2009, and the remaining 25% of the options subject to the award will vest on
June 18, 2010, provided Dr. Morra continues to serve as Chief Executive Officer
of the Company on each such vesting date. Additionally, the Company
has agreed to issue to Dr. Morra 214,285 shares of Common Stock on January 2,
2010, subject to the availability of such shares under the Company’s 2004 Equity
Incentive Plan (the “Plan”). The
Company is obligated to use its best efforts to keep sufficient shares
available, however if there are not sufficient shares available for
issuance under the Plan to grant the full amount of such award, Dr. Morra will
be issued such lesser number of shares as is then available under the Plan, and
the remainder shall be issued when sufficient shares are available for issuance
under the Plan. In addition, the Company paid Dr. Morra $15,864
for consulting services for the period of January 19, 2009 through January 29,
2009.
If
Dr. Morra is terminated by the Company without cause or he voluntarily resigns
with good reason (as such terms are defined in the Agreement) he will receive:
(i) prorated bonus compensation based on the portion of the year Dr. Morra is
actually employed by the Company, provided that such bonus will be a minimum of
25% and a maximum of 75% of his base salary; (ii) a lump sum cash payment equal
to 100% of Dr. Morra’s then effective base salary and (iii) continuation of
health and welfare benefits for a period of 12
months. Notwithstanding the foregoing, in the event the term of
the Agreement is extended beyond the initial 12 month term, Dr. Morra will be
entitled in such circumstances to a lump sum payment equal to 16 months of his
then effective base salary along with health and welfare benefits continuation
for a period of 16 months. If Dr. Morra resigns or is terminated
under certain circumstances in connection with a change of control of the
Company his unvested options to purchase the Company’s common stock will become
fully vested and he will be entitled to receive a lump sum payment equal to 16
months of his then effective base salary and bonus (minimum of 25% and maximum
of 75% of his base salary), along with continuation of health and welfare
benefits for a period of 16 months.
On February
2, 2009 the Company issued a press release regarding the appointment of Dr.
Morra. A copy of the press release is furnished herewith as Exhibit
99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The following exhibit is furnished
herewith:
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Exhibit
No.
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Description
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99.1 |
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Press
Release dated February 2,
2009.
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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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SCOLR Pharma,
Inc. |
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By:
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/s/ Alan
M. Mitchel |
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Alan
M. Mitchel |
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Chief
Legal Officer, Sr. Vice President – Business and Legal Affairs |
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Exhibit
No.
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Description
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99.1 |
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Press
Release dated February 2, 2009.
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