Attached files
| file | filename |
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| EX-10.2 - EXHIBIT 10.2 - TENGION INC | ex10-2.htm |
| EX-10.3 - EXHIBIT 10.3 - TENGION INC | ex10-3.htm |
| EX-10.4 - EXHIBIT 10.4 - TENGION INC | ex10-4.htm |
| EX-10.1 - EXHIBIT 10.1 - TENGION INC | ex10-1.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): December 1, 2014
Tengion, Inc.
(Exact name of registrant as specified in its charter)
001-34688
(Commission File Number)
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Delaware
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20-0214813
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation)
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3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(Address of principal executive offices, with zip code)
(336) 722-5855
(Registrant’s telephone number, including area code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On December 4, 2014, Tengion, Inc. (the “Company”) amended the Tengion, Inc. Amended and Restated Management Severance Pay Plan (the “Management Severance Plan”) to provide that no benefits would be payable under the Management Severance Plan from and after December 4, 2014. The Management Severance Plan previously provided for the payment of severance to members of management upon certain terminations, subject to certain conditions. The Company amended the Management Severance Plan as a cost-cutting measure in connection with the Termination Plan (as defined and described below).
The foregoing description of the amendment to the Management Severance Plan is qualified in its entirety by reference thereto, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
On December 4, 2014, the Company entered into amendments (collectively, the “Employment Agreement Amendments”) to the Amended Employment Agreement with John L. Miclot, the Company’s President and Chief Executive Officer, dated January 20, 2012, as amended December 5, 2013, the Offer Letter to A. Brian Davis, the Company’s Chief Financial Officer and Senior Vice President, Finance, dated July 29, 2010, as amended January 1, 2013, and the Offer Letter to Timothy Bertram, the Company’s President, Research and Development, and Chief Scientific Officer, dated July 28, 2004, as amended December 22, 2008 (collectively, the “Employment Agreements”). The Employment Agreement Amendments provide for (a) a reduction in the severance payments payable to Mr. Miclot, Mr. Davis and Dr. Bertram from 12 months’ salary and benefits plus a prorated bonus, nine months’ salary and benefits and six months’ salary and benefits plus (at the discretion of the Company) a prorated bonus, respectively, to three months’ salary for each executive and (b) a modification of the noncompetition and nonsolicitation provisions contained in each of the Employment Agreements such that these provisions will not apply following termination of employment.
The foregoing description of the Employment Agreement Amendments is qualified in its entirety by reference thereto, which are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report and are incorporated herein by reference.
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Item 1.02
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Termination of a Material Definitive Agreement
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As part of the Termination Plan (as defined and described below), the Company plans to terminate the employment of Mr. Miclot, Mr. Davis and Dr. Bertram effective December 5, 2014, December 23, 2014 and December 5, 2014, respectively. As a result of these separations, the Employment Agreements will, except with respect to those provisions that survive a termination in such agreements, be terminated as of the respective termination dates.
The information contained in Item 1.01 above is incorporated by reference into this Item 1.02.
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Item 2.05
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Costs Associated With Exit or Disposal Activities
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On December 1, 2014, the Company’s Board of Directors (the “Board”) approved a plan of termination (the “Termination Plan”) that will result in a workforce reduction of all of the Company’s 29 employees (the “Terminated Employees”), including Mr. Miclot, Mr. Davis and Dr. Bertram, by the end of 2014. The Terminated Employees serve in research, development, financial and administrative roles. The Termination Plan was communicated to the Terminated Employees on December 2, 2014. As a result of the Termination Plan, the Company expects to incur costs of approximately $916,000 in the fourth quarter of 2014 for one-time termination benefits, resulting in a charge of approximately $916,000 in the fourth quarter of 2014. Due to the Employment Agreement Amendments, the Company’s severance obligations to Mr. Miclot, Mr. Davis and Dr. Bertram decreased by approximately $875,000.
As previously disclosed in the Company’s filings with the Securities and Exchange Commission, based upon its current expected level of operating expenditures and required debt repayments, and assuming it is not required to settle any outstanding warrants in cash or redeem, or pay cash interest on, any of its convertible notes, the Company expects to be able to fund operations through mid-December 2014. As a result, the Company is undertaking the Termination Plan to preserve cash. Despite these cost-cutting measures, if financing is not obtained, the Company will not be able to remain in business and will likely need to seek protection under the U.S. bankruptcy laws.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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The information contained in Items 1.02 and 2.05 above is incorporated by reference into this Item 5.02.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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10.1
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10.2
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10.3
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10.4
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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.
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TENGION, INC.
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Date: December 5, 2014
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By: /s/ A. Brian Davis
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A. Brian Davis
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Chief Financial Officer and Senior Vice President,
Finance
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Exhibit Index
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Exhibit No.
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Description
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10.1
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10.2
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10.3
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10.4
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