- Current report filing (8-K)
October 22 2010 - 5:21PM
Edgar (US Regulatory)
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):
October 22,
2010 (October 18, 2010)
ALLOS THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29815
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54-1655029
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado
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80020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
telephone number, including area code:
(303)
426-6262
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):
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.
Executive
Equity Awards
At
a meeting of the Compensation Committee (the Committee) of the Board of
Directors of Allos Therapeutics, Inc. (the Company) held on October 18,
2010, the Committee approved the grant of restricted stock units to certain of
the Companys named executive officers pursuant to the Companys 2008 Equity
Incentive Plan, as amended (the Plan).
The Plan is filed as Exhibit 10.2 to the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission (the Commission)
on June 26, 2009. The number of
restricted stock units granted to each of the named executive officers is set
forth on Exhibit 10.1 attached hereto and incorporated herein by
reference.
Each
of the restricted stock unit grants were effective October 20, 2010 and vest
in equal installments on each of the first three anniversaries of the date of
grant, subject to the applicable named executive officers continued employment
with the Company through such vesting dates.
The form of restricted stock unit grant notice and restricted stock unit
award agreement pursuant to which such grants were made are attached hereto as
Exhibit 10.2 and incorporated herein by reference.
Caruso Release Agreement
On October 22, 2010,
the Company entered into a Release Agreement (the Release Agreement) with
James V. Caruso, the Companys former Executive Vice President, Chief
Commercial Officer. Pursuant to the
Release Agreement, in exchange for Mr. Carusos full general release of
claims, the Company agreed (i) to pay to Mr. Caruso certain severance
benefits as provided in the Amended and Restated Employment Agreement,
effective December 13, 2007, between Mr. Caruso and the Company (the Employment
Agreement), as amended by the First Amendment to Amended and Restated
Employment Agreement, effective May 20, 2009, between Mr. Caruso and
the Company (the Employment Agreement Amendment), and (ii) to extend the
term during which Mr. Caruso may exercise those portions of outstanding
stock options granted by the Company to Mr. Caruso that were vested as of August 24,
2010, the date of termination of Mr. Carusos employment with the Company,
until August 24, 2011. The Release
Agreement will become effective on the eighth day following Mr. Carusos
execution thereof, unless revoked by Mr. Caruso prior thereto. The Employment Agreement and the Employment
Agreement Amendment are filed as Exhibit 10.22 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 and Exhibit 10.3
to the Companys Current Report on Form 8-K filed with the Commission on May 22,
2009, respectively. The foregoing
summary of the Release Agreement is qualified in its entirety by reference to
the Release Agreement, which is attached hereto as Exhibit 10.3 and
incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
10.1
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Executive
Equity Awards.
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10.2
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Form of
Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement.
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10.3
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Release
Agreement, dated as of October 22, 2010, between Allos and James V.
Caruso.
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2
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.
Dated: October 22,
2010
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/
Marc H. Graboyes
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Marc
H. Graboyes
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Its:
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Senior
Vice President, General Counsel and Secretary
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Executive
Equity Awards.
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10.2
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Form of
Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement.
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10.3
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Release
Agreement, dated as of October 22, 2010, between Allos and James V.
Caruso.
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4
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