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): March 11,
2010
Hana
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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001-32626
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32-0064979
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(Commission
File Number)
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(IRS
Employer
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Identification
No.)
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7000
Shoreline Court, Suite 370
South
San Francisco, CA 94080
(Address
of principal executive offices and Zip Code)
(650)
588-6404
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-14(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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
11, 2010, Hana Biosciences, Inc. (the “Company”) announced the appointment of
Craig W. Carlson as its Vice President and Chief Financial Officer, effective
April 1, 2010. Mr. Carlson, age 62, has held senior leadership and
executive financial management positions for the past 25 years, including
positions at two public healthcare companies. Most recently, from February 2009
to February 2010, Mr. Carlson served as Chief Financial Officer and Chief
Operating Officer for 20 Cent Ventures, a new business incubator focused
primarily on applying life science technologies to high value niche
opportunities worldwide, where he was responsible for managing several
businesses, including four international subsidiaries. From July 2006 to March
2008, he was Chief Financial Officer of Neurobiological Technologies, Inc. and
from 1993 to 2005 Mr. Carlson worked at Cygnus, Inc where he served as Chief
Financial Officer and Chief Operating Officer. Mr. Carlson received
his M.B.A. from the Stanford Graduate School of Business, his M.S. Ed. in
Counseling from Hofstra University, and his B.A. in Political Science from
Union College.
The terms
of Mr. Carlson’s employment with the Company are set forth in a letter agreement
dated February 5, 2010, as amended on February 17, 2010 (together, the
“Agreement”). Pursuant to the Agreement, Mr. Carlson’s employment with the
Company commenced March 1, 2010, but his appointment as Chief Financial Officer
will not be effective until April 1, 2010. The Agreement provides
that he will receive an annualized base salary of $295,000 and is eligible to
receive an annual performance cash bonus in an amount up to 30% of his
annualized base salary. In addition, upon the commencement of his
employment, Mr. Carlson was granted a 10-year stock option to purchase 350,000
shares of the Company’s common stock at an exercise price of $0.19 per share.
The stock option was awarded pursuant to the Company’s 2010 Equity Incentive
Plan and is evidenced by a stock option agreement dated March 1, 2010 in the
Company’s standard form of agreement for use under the 2010 Equity Incentive
Plan. Mr. Carlson is entitled to an additional stock option grant for
up to 250,000 shares if the Company completes a financing transaction resulting
in proceeds to the Company of specified amounts.
The
Agreement further provides that if the Company terminates Mr. Carlson’s
employment without “cause,” or if he terminates his employment for “good
reason,” then he is entitled to continue receiving his then current annualized
base salary and medical benefits for a period of six months following such
termination. For purposes of the Agreement, the term “cause” means the following
actions committed by Mr. Carlson:
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·
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willful
and repeated failure, disregard or refusal by to perform his employment
duties, or his willful misconduct in respect of his duties or
obligations;
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·
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willful,
intentional or grossly negligent act having the effect of materially
injuring (whether financial or otherwise) the Company’s business or
reputation or any of its
affiliates;
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conviction
of any felony or a misdemeanor involving a crime of moral
turpitude;
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engagement
in illegal harassment;
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·
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misappropriation
or embezzlement by of Company property;
or
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·
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a
material breach by of any of his obligations under any other agreement or
Company policy.
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The term
“good reason” means (i) a reduction in Mr. Carlson’s annual base salary or
annual target bonus rate or a material reduction in the benefits provided to
him, taken as a whole, in each case without his consent, but not if all senior
executives of the Company also incur such reduction in compensation or other
benefits, or (ii) a significant reduction in Mr. Carlson’s duties and
responsibilities, but in each case after the Company has failed to correct such
event after 30 days’ written notice from Mr. Carlson.
1
Upon his
appointment to Chief Financial Officer, Mr. Carlson will succeed Tyler M.
Nielsen, who has been the Company’s Interim Chief Financial Officer since
November 2009. Mr. Nielsen will continue his role as the Company’s
Controller upon the effective time of Mr. Carlson’s appointment.
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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Date: March
11, 2010
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Hana
Biosciences, Inc.
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By:
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/s/ Steven
R.
Deitcher
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Steven
R. Deitcher, M.D.
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President
and Chief Executive Officer
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2