Avi Biopharma Inc - Current report filing (8-K)
July 28 2008 - 4:45PM
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):
July 28, 2008
AVI BioPharma, Inc.
(Exact name of Company as specified in its
charter)
Oregon
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001-14895
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93-0797222
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(State or other
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(Commission File No.)
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(I.R.S. Employer
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jurisdiction of
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Identification No.)
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incorporation)
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One S.W.
Columbia, Suite 1105
Portland,
OR 97258
(Address of principal executive offices)
(503)
227-0554
Registrants 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
July 24, 2008, AVI BioPharma, Inc. (the Company) entered into an
Employment Agreement with J. David Boyle II under which Mr. Boyle will
serve as the Companys Senior Vice President - Chief Financial Officer. Mr. Boyle
is expected to start his employment with the Company not later than August 18,
2008.
In
the five years prior to his appointment as the Companys Senior Vice President
- Chief Financial Officer, Mr. Boyle, age 54, worked for both XOMA Ltd., a
biopharmaceutical company in the field of therapeutic antibody discovery and
development, and Polycom, Inc., a
worldwide high technology
communications company
. Mr. Boyle served as Vice President,
Finance and Chief Financial Officer of XOMA Ltd. from July 2005 to present.
Prior to his position as Chief Financial Officer, Mr. Boyle served as Vice
President, Financial Operations of XOMA Ltd. from January 2005 to July 2005.
Mr. Boyle joined XOMA Ltd. in January 2005 from Polycom, Inc. where
he served from March 2002 to December 2004, most recently, as Vice
President, Finance. Mr. Boyle also brings to the Company extensive global
financial leadership experience in the pharmaceutical industry through previous
senior leadership positions. Prior to his employment with Polycom, Inc., Mr. Boyle
worked for Salix Pharmaceuticals, Ltd. in the US and for Ares Serono Group both
in the US and Switzerland. Mr. Boyle holds a bachelor of arts degree from
Catholic University.
Under the terms of his Employment Agreement, the
Company will pay Mr. Boyle an annual base salary of $324,000 per
year. In addition to his base compensation, Mr. Boyle will be
eligible for an annual bonus up to 30% of his annual base compensation amount,
subject to achievement and satisfaction of goals and objectives established
upon mutual agreement of the Companys Chief Executive Officer, the Companys
Compensation Committee and Mr. Boyle. The Company granted Mr. Boyle
an option to purchase 350,000 shares of the Companys common stock, which will
vest in equal installments over three years. The Company also granted Mr. Boyle
options to purchase an additional 150,000 shares of the Companys common stock (the
Performance Options). The Performance
Options will vest upon the occurrence of certain financial milestones described
in the Employment Agreement. The Company
has also agreed to reimburse up to $100,000 of expenses incurred by Mr. Boyle
in connection with his relocation to the Companys facility in Corvallis,
Oregon, up to $12,000 for temporary living expenses incurred by Mr. Boyle as
part of his relocation, and $5,000 for legal fees incurred by Mr. Boyle in
connection with the negotiation of his Employment Agreement. The Companys
Employment Agreement with Mr. Boyle provides for certain benefits payable
to Mr. Boyle upon termination of Mr. Boyles employment by the
Company for any reason without cause. If terminated by the Company without cause
other than in connection with a change in control, the Employment Agreement
provides that Mr. Boyle is entitled to receive severance benefits equal to
12 months of base compensation. If terminated by the Company without cause in
connection with a change in control or if terminated by Mr. Boyle for good reason (the definition of which
includes a requirement that it be in connection with a change in control), Mr. Boyle
is entitled to receive severance benefits equal to 24 months of base
compensation. In either case, all
nonvested options shall immediately vest and be exercisable for a period of 180 days following the effective
date of termination.
This description of the Employment Agreement is
qualified in its entirety by reference to the Employment Agreement, a copy of
which the Company
intends to file as an exhibit to its quarterly report on Form 10-Q for the
quarterly period ending September 30, 2008.
In
connection with the hiring of Mr. Boyle, Mark Webber, will cease to serve
as the Companys Chief Financial Officer and will assume the role of the
Companys General Manager of Finance and Administration as of the commencement
date of Mr. Boyles employment.
A
copy of the press release announcing the foregoing developments is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein. In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1
hereto shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
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Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The following exhibit is
filed herewith:
99.1
Press Release
dated July 28, 2008.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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, in the City
of Portland, State of Oregon, on July 28, 2008.
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AVI
BioPharma, Inc.
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By:
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/s/ LESLIE
HUDSON, Ph.D.
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Leslie Hudson, Ph.D.
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Chief
Executive Officer
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(Principal
Executive Officer)
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Exhibit Index
Exhibit
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Description
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Exhibit 99.1
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Press
Release dated July 28, 2008.
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