- Current report filing (8-K)
January 30 2009 - 2:52PM
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):
January 23, 2009
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 January 23,
2009, AVI BioPharma, Inc. (the Company) entered into an Employment
Agreement with Stephen Bevan Shrewsbury, MD under which Mr. Shrewsbury
will serve as the Companys Senior Vice President Preclinical, Clinical and
Regulatory Affairs. Mr. Shrewsbury is expected to start his employment
with the Company not later than January 26, 2009.
In the
five years prior to his appointment as the Companys Senior Vice President -
Preclinical, Clinical and Regulatory Affairs, Mr. Shrewsbury worked for
both Adamas Pharmaceuticals Inc., a pharmaceutical company in the field of
development and commercialization of highly engineered controlled release
combination products, and MAP Pharmaceuticals Inc., a pharmaceutical
company. Mr. Shrewsbury served as Chief Medical Officer &
Senior Vice President, Clinical Development, Medical and Regulatory Affairs of Adamas
Pharmaceuticals Inc. from 2008 to present. Mr. Shrewsbury joined
Adamas Pharmaceuticals Inc. in August 2008 from MAP Pharmaceuticals, Inc.
where he served from February 2005 to March 2008, as Chief Medical
Officer, Formerly Vice President, Clinical and Regulatory Affairs. Prior to his employment with MAP
Pharmaceuticals, Inc., Mr. Shrewsbury worked for International
Pharmaceutical Aerosol Consortium, Board of Research & Science. Mr. Shrewsbury holds a Bachelor of
Medicine and a Bachelor of Surgery degree from Liverpool, UK.
Under
the terms of his Employment Agreement, the Company will pay Mr. Shrewsbury
an annual base salary of $331,000 per year. In addition to his base
compensation, Mr. Shrewsbury will be eligible for an annual bonus up to
25% 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. Shrewsbury.
The Company granted Mr. Shrewsbury an option to purchase 450,000 shares of
the Companys common stock, which will vest in equal installments over three
years. The Company also granted Mr. Shrewsbury an additional 60,000
shares of the Companys common stock (the Restricted Shares). The
Restricted Shares will be issued upon the 181
st
day of Mr. Shrewsburys employment with
the Company. The Company has also agreed to reimburse up to $100,000 of
expenses incurred by Mr. Shrewsbury in connection with his relocation to
the Companys facility in Corvallis, Oregon, up to $15,000 for temporary living
expenses incurred by Mr. Shrewsbury as part of his relocation, and $3,000
for legal fees incurred by Mr. Shrewsbury in connection with the
negotiation of his Employment Agreement. The Companys Employment
Agreement with Mr. Shrewsbury provides for certain benefits payable to Mr. Shrewsbury
upon termination of Mr. Shrewsburys 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. Shrewsbury
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. Shrewsbury for good reason
(the definition of which includes a requirement that it be in connection with a
change in control), Mr. Shrewsbury 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 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.
2
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed herewith:
99.1
Employment
Agreement by and between AVI BioPharma, Inc. and Stephen Bevan Shrewsbury
MD
dated January 23, 2009.
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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 January 30, 2009.
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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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Employment Agreement by
and between AVI BioPharma, Inc. and Stephen Bevan Shrewsbury MD
dated January 23, 2009.
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