UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): March 11, 2009
Repros Therapeutics 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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001-15281
(Commission File Number)
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76-0233274
(I.R.S. Employer Identification No.) |
2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(Address of principal
executive offices
and zip code)
(281) 719-3400
(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):
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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))
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Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 5.02 of this Current Report on Form 8-K relating to the entry
into of an amendment to the employment agreement of Joseph S. Podolski is hereby incorporated in
this Item 1.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On March 11, 2009, Repros Therapeutics Inc. (the “Company”) and its Chief Executive Officer, Joseph
S. Podolski, entered into a Third Amendment (the “Third Amendment”) to the Employment Agreement
dated January 1, 1993 by and between the Company and Mr. Podolski. The Third Amendment provides,
among other things, (i) that the term of the agreement shall be extended until May 13, 2012, (ii)
that, as Paul Lammers has been appointed President of the Company, Mr. Podolski’s title shall be
revised to Chief Executive Officer and his duties revised accordingly, (iii) that all options
awarded to Mr. Podolski will become fully vested if the Company terminates Mr. Podolski other than
for cause (iv) that Mr Podolski will have two years following termination of employment for any
reason other than cause to exercise any then-outstanding options, and (v) that if Mr. Podolski is
terminated other than for cause, the Company shall pay any base salary payments that would
otherwise be paid to Mr. Podolski during the remainder of the term of the agreement. The Third
Amendment is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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10.1
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Third Amendment to Employment Agreement dated effective March 11, 2009,
between the Company and Joseph S. Podolski. |