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): February 18, 2011
SOMAXON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51665 |
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20-0161599 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3570 Carmel Mountain Road, Suite 100, San Diego, CA
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92130 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (858) 876-6500
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(Former name or former address 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
1. Approval of Restricted Stock Unit Awards. On February 18, 2011, the Compensation Committee
of the Board of Directors (the Committee) of Somaxon Pharmaceuticals, Inc. (the Company)
approved the issuance of restricted stock units (RSUs) under the Companys 2005 Stock Incentive
Plan (the Plan) to each of the executive officers listed below (the Named Executive Officers).
The RSU awards will be awarded effective March 7, 2011. The number of RSUs to be granted to each
Named Executive Officer is as follows:
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Number of RSUs to be Granted |
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Time-Based |
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Performance- |
Name |
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Title |
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Vesting |
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Based Vesting |
Richard W. Pascoe
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President and Chief Executive Officer
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75,000 |
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50,000 |
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Jeffrey W. Raser
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Senior Vice President, Chief Commercial Officer
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30,000 |
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50,000 |
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Brian T. Dorsey
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Senior Vice President, Technical Operations
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30,000 |
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50,000 |
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Matthew W. Onaitis
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Senior Vice President and General Counsel
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30,000 |
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50,000 |
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Tran B. Nguyen
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Senior Vice President and Chief Financial Officer
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30,000 |
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50,000 |
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All of the RSUs will initially be unvested. The RSUs subject to time-based vesting will vest
as follows: one-third of such RSUs will vest on December 31, 2011, another one-third of such RSUs
will vest on December 31, 2012 and the remaining one-third of such RSUs will vest on December 31,
2013. The RSUs subject to performance-based vesting will vest during the first quarter of 2012 on
the second business day following the public release of the Companys audited financial statements
for the fiscal year ended December 31, 2011, subject to the Companys attainment of certain
corporate performance objectives during 2011.
These awards may also vest on an accelerated basis pursuant to an executives employment
agreement. In order to have his RSUs vest, a Named Executive Officer must be employed by the
Company on the applicable vesting date.
2. Approval of Stock Option Awards. Also on February 18, 2011, the Committee approved awards
of stock options to the Named Executive Officers under the Plan, which stock option awards will be
granted effective March 7, 2011. The exercise price per share of such stock options will be the
closing price per share of the Companys common stock on March 7, 2011. The number of options to
be awarded to each Named Executive Officer is as follows:
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Name |
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Title |
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Number of Options Received |
Richard W. Pascoe
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President and Chief Executive Officer
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250,000 |
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Jeffrey W. Raser
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Senior Vice President, Chief Commercial Officer
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100,000 |
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Brian T. Dorsey
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Senior Vice President, Technical Operations
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100,000 |
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Matthew W. Onaitis
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Senior Vice President and General Counsel
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100,000 |
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Tran B. Nguyen
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Senior Vice President and Chief Financial Officer
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100,000 |
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All of such stock options will initially be unvested and will vest as follows, subject in each
case to the Named Executive Officers continued employment with the Company: one-fourth of the
options will vest on March 7, 2012, and 1/36 of the remaining stock options will vest on the first
day of each month thereafter. These awards may also vest on an accelerated basis pursuant to an
executives employment agreement. In order to have his stock options vest, a Named Executive
Officer must be employed by the Company on the applicable vesting date.
SIGNATURES
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.
SOMAXON PHARMACEUTICALS, INC.
Date: February 25, 2011
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By: |
/s/ Matthew W. Onaitis
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Name: |
Matthew W. Onaitis |
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Title: |
Senior Vice President and General Counsel |
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