Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - Pernix Sleep, Inc. | c22915exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - Pernix Sleep, Inc. | c22915exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2011
SOMAXON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51665 | 20-0161599 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10935 Vista Sorrento Parkway, Suite 250, San Diego, CA |
92130 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (858) 876-6500
3570 Carmel Mountain Road, Suite 100
San Diego, CA 92130
San Diego, CA 92130
(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)) |
Item 1.02. Termination of a Material Definitive Agreement.
On September 30, 2011, Somaxon Pharmaceuticals, Inc. (Somaxon) provided notice of
termination to Publicis Touchpoint Solutions, Inc. (Publicis) of the Professional Detailing
Services Agreement between Somaxon and Publicis, and Supplement One under that agreement, both
dated July 14, 2010, as amended to date, with such termination to be effective as of December 31,
2011 and of its intention to hire Publicis sales representatives used to promote Silenor as Somaxon
employees during the fourth quarter of 2011.
On September 30, 2011, Somaxon provided notice of termination to The Procter & Gamble
Distributing Company LLC (P&G) of the Co-Promotion Agreement between Somaxon and P&G dated as of
August 24, 2010, with such termination to be effective as of December 31, 2011. As a result of
such termination, P&G will be entitled to a low single digit royalty on net sales of Silenor for
the 2012 fiscal year. In addition, on September 30, 2011, Somaxon and P&G agreed to amend the
surviving provision of such agreement relating to P&Gs exclusive negotiation period for
over-the-counter (OTC) rights for Silenor from 60 to 120 days. The amendment was entered into in
connection with a recent meeting Somaxon and P&G jointly had with the U.S. Food and Drug
Administration relating to OTC rights for Silenor.
A complete copy of the letter agreement with P&G relating to such termination and amendment is
filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of
the terms of the letter agreement is qualified in its entirety by reference to such exhibit.
Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On October 1, 2011, Somaxon accepted the resignation of Jeffrey W. Raser from his position
as Senior Vice President and Chief Commercial Officer. In connection with his resignation, Mr.
Raser will receive certain benefits under the Amended and Restated Employment Agreement between
Somaxon and Mr. Raser dated as of December 1, 2007, as amended, including: (1) a lump sum severance
payment of $315,954, payable upon the lapse of legal notice periods, (2) a lump sum payment
equal to the cost of 12 months of health care benefits
continuation at Somaxons expense, payable upon the lapse of
legal notice periods, and (3) a lump sum payment equal to the cost of 12 months of the portion of the monthly premiums for Mr. Rasers life insurance and disability
insurance coverage that are borne by Somaxon, payable upon the lapse of
legal notice periods. In addition, on October 1, 2011, the portion of Mr.
Rasers stock options and restricted stock units which would have vested if Mr. Raser had remained
employed for an additional 12 months immediately vested.
Mr. Raser entered into a consulting agreement Somaxon that will expire on June 30, 2013.
Somaxon cannot estimate with any certainty the amount that may be paid, if any, for consulting
services under such agreement. Mr. Rasers remaining outstanding stock awards will continue to
vest through the expiration of the consulting agreement, and he will be entitled to exercise such
stock awards for 180 days following such expiration.
A complete copy of the consulting agreement will be filed with Somaxons Annual Report on Form
10-K.
On September 30, 2011, Somaxon appointed Michael D. Allen, as Somaxons Senior Vice President,
Sales and Marketing, effective immediately. Mr. Allen brings to Somaxon over 25 years of
commercial experience in the pharmaceutical industry, including 15 years in general management and
senior sales and marketing positions. Mr. Allen was most recently Senior Vice President,
Commercial Operations at ProteoGenix, Inc. from 2008 until 2010. From 2006 to 2008, Mr. Allen was
Vice President, Marketing and Sales Operations at Tercica, Inc. Prior to Tercica, Mr. Allen held
senior management commercial positions at Prometheus Laboratories Inc. and Ther-Rx Corp. Mr. Allen
also served in a number of senior commercial roles at Serono Inc., including positions as General
Manager, Serono Canada, and Executive Vice President, North American Reproductive Endocrinology
Business Unit. Mr. Allen received a B.S. in Biological Sciences from the University of Southern
California, and an M.B.A. from the Richard Ivey School of Business at the University of Western
Ontario.
Employment Agreement of Michael D. Allen, Senior Vice President, Sales and Marketing
On September 30, 2011, Somaxon entered into an employment agreement (the Employment
Agreement) with Mr. Allen.
Pursuant to the Employment Agreement, Mr. Allen is required to devote his full business time,
attention, energy, skill and diligent efforts to Somaxons business. Mr. Allens annual base
salary will be $300,000. The Employment Agreement does not provide for automatic annual increases
in salary, but provides for annual salary reviews beginning after Somaxons 2011 fiscal year. Mr.
Allen will also be eligible to participate in any bonus plan that Somaxon puts into effect that is
applicable to the Somaxons senior vice presidents.
Mr. Allen was granted options to purchase 250,000 shares of Somaxons common stock under the
2005 Equity Incentive Award Plan at an exercise price equal to the closing price of
Somaxons common stock on the Nasdaq Global Market on September 30, 2011. Twenty-five percent of
the options will vest on September 30, 2012, and 1/36th of the remaining number of options will
vest monthly over the following three years, in each case subject to Mr. Allens continued
employment by Somaxon.
Somaxon has the right to terminate Mr. Allens employment at any time with or without cause
(as defined in the Employment Agreement). Mr. Allen may resign with or without good reason (as
defined in the Employment Agreement) upon 30 days written notice.
In the event Mr. Allens employment is terminated as a result of his disability, he will
receive any accrued but unpaid base salary or unused paid time-off as of the date of termination,
an amount equal to his base salary for the 12-month period immediately prior to such termination,
and, in the discretion of Somaxons Board of Directors (the Board), a pro-rated bonus for the
year in which the termination occurs.
The Employment Agreement also provides Mr. Allen with certain severance benefits in the event
his employment is terminated by Somaxon other than for cause or if Mr. Allen resigns with good
reason. Specifically, in the event of such a termination or resignation, Mr. Allen will receive
any accrued but unpaid base salary or unused paid time-off as of the date of termination or
resignation, an amount equal to his base salary for the 12-month period immediately prior to such
termination or resignation, 12 months of health care benefits continuation at Somaxons expense, 12
months of the portion of the monthly premiums for Mr. Allens life insurance and disability
insurance coverage that are borne by Somaxon and, in the discretion of the Board, a pro-rated bonus
for the year in which the termination or resignation occurs. In addition, that portion of Mr.
Allens stock awards which would have vested if Mr. Allen had remained employed for an additional
12 months will immediately vest on the date of such termination or resignation, and he will be
entitled to exercise such stock awards for 180 days following the date of termination or
resignation.
In the event of a change of control (as defined in the Employment Agreement) of Somaxon, 50%
of Mr. Allens unvested stock awards will immediately become vested on the date of the change of
control, and any remaining unvested stock awards will become vested on the one year anniversary of
the date of the change of control. In addition, in the event Mr. Allens employment is terminated
by Somaxon other than for cause or if Mr. Allen resigns with good reason, in each case within 12
months after the date of the change of control, all of Mr. Allens unvested stock awards will
immediately become vested on the date of such termination or resignation, and he will be entitled
to exercise such stock awards for 180 days following the date of termination or resignation.
A complete copy of the Employment Agreement is filed herewith as Exhibit 10.2 and incorporated
herein by reference. The foregoing description of the terms of the Employment Agreement is
qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||||
Number | Description of Exhibit | |||
10.1 | Letter Agreement dated September 30, 2011, between Somaxon
Pharmaceuticals, Inc. and The Procter & Gamble Distributing
Company LLC. |
|||
10.2 | Employment Agreement dated September 30, 2011, between
Somaxon Pharmaceuticals, Inc. and Michael D. Allen. |
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.
Date: October 3, 2011 |
SOMAXON PHARMACEUTICALS, INC. |
|||
By: | /s/ Matthew W. Onaitis | |||
Name: | Matthew W. Onaitis | |||
Title: | Senior Vice President and General Counsel |
EXHIBIT INDEX
Exhibit | ||||
Number | Description of Exhibit | |||
10.1 | Letter Agreement dated September 30, 2011, between Somaxon
Pharmaceuticals, Inc. and The Procter & Gamble Distributing
Company LLC. |
|||
10.2 | Employment Agreement dated September 30, 2011, between
Somaxon Pharmaceuticals, Inc. and Michael D. Allen. |