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):  July 14, 2011

 

RADIUS HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-53173

 

80-0145732

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

201 Broadway, 6th Floor

Cambridge, MA 02139

(Address of principal executive offices) (Zip Code)

 

(617) 551-4700

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

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))

 

 

 



 

Item 5.02.

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Item 502(e).     On July 8, 2011, the Compensation Committee of Radius Health, Inc. (the “Company”) recommended, and on July 14, 2011 the Board of Directors approved, the base compensation for 2011 to be paid by the Company to the Company’s named executive officers as defined by item 402(a) of Regulation S-K: (i) Gary Hattersley, Ph.D, Vice President Biology (“Hattersley”); (ii) Louis O’Dea, MB, Senior Vice President, Chief Medical Officer; (“O’Dea”) (iii) C. Richard Lyttle, Ph.D, Director, President and Chief Executive Offer (“Lyttle”); and (iv) Nick Harvey, Senior Vice President, Chief Financial Officer, Treasurer and Secretary (“Harvey” and together with Hettersley, O’Dea and Lyttle, the “Named Executive Officers”). The approved changes provide that Hattersley will receive a base salary of $230,576 per year beginning January 1, 2011, O’Dea will receive a base salary of $328,944 per year beginning January 1, 2011, Lyttle will receive a base salary of $389,980 per year beginning January 1, 2011, and Harvey will receive a base salary of $288,936 per year beginning January 1, 2011.

 

Item 502(f).     On July 8, 2011, the Compensation Committee of the Company, based on the established goals for 2010 executive bonuses (the “2010 Bonus Plan”), recommended, and on July 14, 2011 the Board of Directors approved, the award of cash bonuses for the Company’s Named Executive Officers as set forth on the table below.  Under the 2010 Bonus Plan each executive officer is eligible to receive an annual performance-based cash bonus, in an amount up to a fixed percentage of his base salary. At the beginning of each year the board develops with input from our President and Chief Executive Officer a list of corporate goals for the year that would be used as a guideline to assess the annual performance of the executive officers. As soon as practical after the year is completed, the board reviews actual performance against the stated goals and determines subjectively what it believes to be the appropriate level of cash bonus. Whether or not a cash bonus is paid is entirely at the discretion of the board of directors.

 

The total 2010 compensation for each Named Executive Officer reported in the Summary Compensation Table on page 51 of the Company’s Form S-1 filed with the Securities and Exchange Commission on June 23, 2011, has been recalculated to include the 2010 bonuses as follows:

 

Name and
Principal Position

 

Year

 

Salary
($)

 

Bonus
($)(1)

 

Stock
Awards
($)

 

Option
Awards
($)

 

Non-
Equity
Incentive
Plan
Compensation
($)

 

Non-
qualified
Deferred
Compensation
Earnings
($)

 

All
Other
Compensation
($)(2)

 

Total ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Lyttle,

 

2010

 

378,622

 

189,311

 

0

 

0

 

0

 

0

 

1715

 

569,648

 

President, Director, and Chief Executive Officer

 

2009

 

369,387

 

73,877

 

0

 

0

 

0

 

0

 

1,584

 

444,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nick Harvey,

 

2010

 

278,492

 

105,827

 

0

 

0

 

0

 

0

 

1,305

 

385,624

 

Sr. Vice-President,

Treasurer, Secretary and Chief Financial Officer and Director

 

2009

 

271,700

 

40,755

 

0

 

0

 

0

 

0

 

851

 

313,306

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Louis O’Dea

 

2010

 

319,363

 

130,939

 

0

 

0

 

0

 

0

 

1,032

 

451,334

 

Sr. Vice-President and Chief Medical Officer

 

2009

 

311,574

 

51,410

 

0

 

0

 

0

 

0

 

105

 

363,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Hattersley,

 

2010

 

223,860

 

69,397

 

0

 

0

 

0

 

0

 

240

 

293,497

 

Vice President, Biology & Pharmacology

 

2009

 

218,400

 

27,300

 

0

 

0

 

0

 

0

 

240

 

245,940

 

 

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Notes:

(1) Bonuses related to prior years are shown in same year, even if paid subsequent to year end.

(2) All amounts are attributable to life insurance premiums paid by Radius.

 

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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.

 

 

 

RADIUS HEALTH, INC.

 

 

 

 

Date:

July 21, 2011

By:

/s/ B. Nicholas Harvey

 

 

Name:

B. Nicholas Harvey

 

 

Title:

Chief Financial Officer

 

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