NVLN Novelion Therapeutics Inc

 

 

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 17, 2014

 

 

QLT Inc.

(Exact Name of Registrant as specified in its charter)

 

 

 

British Columbia, Canada		000-17082		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change 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):

 

x

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))

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 17, 2014, QLT Inc. (the “Company” or “QLT”) entered into a letter agreement with Sukhi Jagpal, the Company’s Chief Financial Officer, in which the Company, among other things, agreed to provide a cash retention bonus of CAD $100,000 to Mr. Jagpal provided that Mr. Jagpal remains an active employee of the Company for the period from July 16, 2014 to the Payment Date (defined below).

The retention bonus is payable 90 days following the closing of the previously announced merger of QLT Acquisition Corp., an indirect wholly-owned subsidiary of the Company (“AcquireCo”) with and into Auxilium Pharmaceuticals, Inc. (“Auxilium”), pursuant to that Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Auxilium, QLT Holding Corp., a wholly owned subsidiary of QLT, and AcquireCo (the “Merger”), or February 28, 2015, whichever is later, provided that if the Merger Agreement is terminated by either Auxilium or the Company, the cash retention bonus is payable 30 days following the date the termination of the Merger Agreement is announced or February 28, 2015, whichever is later (the “Payment Date”).

A copy of the letter agreement is attached hereto as Exhibit 10.75 and is incorporated herein by reference. The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement.

Item 8.01. Other Events

The information set forth in Item 5.02 above is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:

 

Number		Description
10.75		Letter Agreement between the Company and Sukhi Jagpal effective as of July 17, 2014

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Additional Information

In connection with the proposed Merger, the Company plans to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include the joint proxy statement/circular of Auxilium and QLT and also constitutes a prospectus of QLT. Auxilium and QLT plan to mail the joint proxy statement/circular to their respective stockholders. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/CIRCULAR WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/circular, as well as other filings containing information about Auxilium and QLT, free of charge, at the website maintained by the SEC at www.sec.gov and, in QLT’s case, also on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators (“CSA”) at www.sedar.com. QLT stockholders may also obtain these documents, free of charge, from QLT’s website at www.qltinc.com under the heading “Investors” and then under the heading “Proxy Circulars” or upon request directly to QLT to the attention of “QLT Investor Relations,” 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. Auxilium stockholders may also obtain these documents, free of charge, from Auxilium’s website (www.Auxilium.com) under the heading “Investors—SEC Filings” or by directing a request to made to Auxilium’s Secretary at Auxilium Pharmaceuticals, Inc., 640 Lee Road, Chesterbrook, PA 19087.

Participants in the Solicitation

The respective directors and executive officers of QLT and Auxilium and other persons may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the joint proxy statement/circular. Information regarding QLT directors and executive officers is available in its Annual Report on Form 10-K/A filed with the SEC and CSA by QLT on April 30, 2014, and information regarding Auxilium’s directors and executive officers is available in its definitive proxy statement filed with the SEC by Auxilium on April 10, 2014. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation will be included in the joint proxy statement/circular and other relevant materials to be filed with the SEC and the CSA when they become available.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: July 23, 2014

Exhibit 10.75

 

PRIVATE AND CONFIDENTIAL

By Hand

July 16, 2014

Sukhi Jagpal

c/o 887 Great Northern Way, Suite 250

Vancouver BC V5T 4T5

Dear Sukhi:

Re: Retention Bonus

In recognition of your work and contribution to QLT Inc. (the “Company”), we are pleased to confirm that effective upon your acceptance of this letter and subject to the terms described below, you will be eligible to receive a cash retention bonus of CAD $100,000 less statutory withholdings. The capitalized terms not otherwise defined will have the meaning given to them in the Agreement and Plan of Merger among Auxilium Pharmaceuticals, Inc. (“Auxilium”), the Company and QLT Acquisition Corp. dated June 25, 2014 (the “Merger Agreement”).

This cash retention bonus is payable 90 days following the Closing of the Merger or February 28, 2015, whichever is later provided that if the Merger Agreement is terminated by either Auxilium or the Company, the full cash retention bonus of CAD $100,000 less statutory withholdings is payable 30 days following the date the termination is announced or February 28, 2015, whichever is later (the “Payment Date”).

The cash retention bonus will be paid provided you are an active employee of the Company for the full period from July 16, 2014 to the Payment Date, inclusive (the “Bonus Period”). In the event you are not an active employee throughout the Bonus Period (i.e. you are on a leave from your employment for any reason except approved vacation), then the amount of the retention bonus will be pro-rated by the ratio of the number of days you work during the Bonus Period to the number of working days in the Bonus Period. In addition, if you are not an active employee on the Payment Date, then the Payment Date of pro-rated retention bonus will be adjusted such that you will receive such payment owing within, but not later than, 30 days of your first day of your return to work.

Despite the foregoing, in the event that you give notice of resignation from your employment with the Company or just cause exists to terminate your employment prior to the Payment Date, your participation in and eligibility for the retention bonus will terminate and you will not receive any retention bonus.

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However, in the event the Company terminates your employment without cause, the Company will pay to you the full or pro-rated cash retention bonus of CAD $100,000 within 30 days after the termination date. The pro-ration, if applicable, will be based on the ratio of the number of days you worked from July 16, 2014 to the termination date to the number of working days from July 16, 2014 to the termination date.

This letter is in addition to the terms and conditions of your Employment Agreement dated November 1, 2012 which will continue to apply to your employment.

QLT will, acting reasonably, administer and interpret the terms of this letter and its decisions will be final.

Your acknowledgement and agreement with this letter is requested by the end of business on July 18, 2014. Please sign both copies of this letter where indicated, retain one for your personal files and return the other directly to the attention of Frank Ott.

Should you have any questions regarding this letter or eligibility for the retention bonus, please don’t hesitate to contact Frank.

Yours truly,

QLT Inc.

 

/s/ Jeffrey Meckler				July 16, 2014
Jeffrey Meckler				Date
Director and Chair of Executive Transition Committee

I agree to the terms of the retention bonus as set out above.

 

/s/ Sukhi Jagpal				July 17, 2014
Sukhi Jagpal				Date