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 7, 2014
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-21937 | 68-0262011 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2550 Stanwell Drive
Concord, California 94520
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 288-6000
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 7, 2014, Cerus Corporation (the “Company”) entered into an Equity Change in Control Agreement with Caspar Hogeboom (the “CIC Agreement”). Pursuant to the terms of the CIC Agreement, in the event that Mr. Hogeboom’s employment is terminated by the Company or any of its Affiliates without “cause” or by him as a “good reason resignation,” in each case within twelve months following an “options change of control” (as such terms are defined in the CIC Agreement) then, subject to his execution of a release of claims, the vesting of his stock options will be accelerated in full.
The foregoing is only a brief description of the material terms of the CIC Agreement and is qualified in its entirety by reference to the full text of the CIC Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
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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.
| CERUS CORPORATION | ||||||
| Dated: March 10, 2014 | By: | /s/ Kevin D. Green | ||||
| Kevin D. Green | ||||||
| Vice President, Finance and Chief Financial Officer | ||||||
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