Attached files
| file | filename |
|---|---|
| EX-10.1 - PDL BIOPHARMA, INC. | v208856_ex10-1.htm |
| EX-99.1 - PDL BIOPHARMA, INC. | v208856_ex99-1.htm |
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): January 20,
2011
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
|
Delaware
|
94-3023969
|
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
|
Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’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 Company 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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¨
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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-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of Caroline Krumel, Vice President of Finance and Principal Accounting
Officer
On January 20, 2011, the Board of
Directors of PDL BioPharma, Inc. (the “Company”) appointed Caroline Krumel as
Vice President of Finance and Principal Accounting Officer, effective January
31, 2011.
In connection with joining the Company,
Ms. Krumel entered into an employment offer letter (the “Offer Letter”) with the
Company, effective January 6, 2011, to join the Company on January 17, 2011,
pending the departure of our current Vice President of Finance and Principal
Accounting Officer and Ms. Krumel’s appointment by the Board of
Directors.
Before joining the Company, Ms. Krumel
most recently served as Vice President, Finance from 2007 to 2010 at VaxGen
Inc., a public company focused on the development of vaccinations until a merger
transaction with diaDexus, Inc. in 2010. From 2006 to 2007, Ms. Krumel worked
for Frank, Rimerman + Co. LLP, one of the largest locally-owned providers of
accounting and consulting services in Northern California, as a Senior
Associate, where she delivered accounting services for various companies. Prior
to 2006, Ms. Krumel worked at Santa Clara University in the Department of
Accounting (academic), where she was instrumental in increasing student
enrollment in the department’s advanced accounting certificate
program.
Ms. Krumel, age 46, is a certified
public accountant and holds a Master of Public Management from the University of
Maryland at College Park and a Bachelor of Arts in Political Science with honors
from the University of North Carolina at Chapel Hill.
Pursuant to the Offer Letter, Ms.
Krumel is an at-will employee with an annual salary of $230,000. Ms. Krumel’s
annual target bonus opportunity will be equal to 30% of her annual base salary,
with the actual amount earned dependent upon Company and individual performance.
The Company will provide a housing allowance of $3,000 per month for the
duration of Ms. Krumel’s employment. In addition, the Company agreed to
reimburse Ms. Krumel up to $10,000 for expenses related to moving proximate to
our headquarters in Incline Village, Nevada.
If Ms. Krumel’s employment is
terminated by the Company without “Cause,” as defined in the Offer Letter, or
she resigns for “Good Reason,” as defined in the Offer Letter, Ms. Krumel will
receive a lump sum cash payment equal to 50% of the sum of her annual base
salary and target bonus conditioned on her signing a release of all claims
against the Company.
The Offer Letter is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing description of the Offer Letter is qualified in its entirety by
reference to Exhibit 10.1.
Departure
of Karen Wilson, Vice President of Finance and Principal Accounting
Officer
Karen
Wilson, our Vice President of Finance and Principal Accounting Officer, will be
leaving the Company on January 28, 2011, to return to California. Ms. Wilson,
who joined the Company in April 2009, was instrumental in helping the Company
accomplish many transition-related goals relating to both the spin-off of Facet
Biotech Corporation and the Company’s relocation to Nevada. Ms. Wilson has made
a number of significant contributions to the Company, including the winding-up
of certain pre-2009 activities and helping establish the infrastructure
necessary to facilitate the Company’s accounting and financial reporting going
forward. The Company thanks Karen for her numerous contributions and wishes her
continued success in her future ventures.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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|
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10.1
99.1
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Offer
Letter between the Company and Caroline Krumel, dated January 6,
2011
Press
Release, dated January 25, 2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| PDL BIOPHARMA, INC. | |||
| (Company) | |||
|
|
By:
|
/s/ Christopher Stone | |
| Christopher Stone | |||
| Vice President, General Counsel and Secretary | |||
Dated: January
25, 2011
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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10.1
99.1
|
Offer
Letter between the Company and Caroline Krumel, dated January 6,
2011
Press
Release, dated January 25, 2011
|