Current Report Filing (8-k)
December 22 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December
22, 2017 (December 20, 2017)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31361
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35-2089858
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4131 ParkLake Ave., Suite #225
Raleigh, NC
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27612
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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:
919-582-9050
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
to 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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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
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On December 20, 2017, BioDelivery Sciences
International, Inc. (the Company) announced the appointment of Scott M. Plesha (Plesha), currently the Companys Senior Vice President of Sales and Marketing, to the role of President, effective January 2, 2018 (the
Appointment). This coincides with the previously announced retirement of Dr. Mark A. Sirgo from his
day-to-day
role as President and Chief
Executive Officer and his continuation as Vice Chairman of the Board of Directors. Besides Pleshas new responsibilities as President, Plesha will continue to directly oversee the Sales and Marketing functions of the Company.
In approving Pleshas appointment, the Companys Board of Directors determined and approved that the person
fulfilling the role of President should be a named executive officer of the Company and, as a result, Plesha will be a named executive officer of the Company effective January 2, 2018.
Plesha and the Company are parties to a Letter of Employment, dated December 20, 2017, (the Letter of
Employment) which is subject to successive, automatic
one-year
extensions unless either party gives notice of
non-extension
to the other party at least 30 days
prior to the end of the applicable term. The Letter of Employment includes a base salary (which was subject to modification with the approval of the Compensation Committee of the Companys Board of Directors and is set at three hundred
sixty-five thousand dollars ($365,000.00) for 2018), a target bonus equal to a percentage of his base salary (also subject to modification with the approval of the Compensation Committee of the Companys Board of Directors and is now set at
forty-five percent (45%)), and other employee benefits.
The Company may terminate the Letter of Employment without cause
and Plesha may resign upon 30 days advance written notice. The Company may immediately terminate the Letter of Employment for Cause (as defined in the Letter of Employment). Upon the termination of Pleshas employment for any reason, Plesha
will continue to receive payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any applicable Company arrangements. If Plesha is terminated
during the term of the Letter of Employment other than for Cause, Plesha is entitled to a lump sum severance payment equal to his full years base salary and a
pro-rata
bonus based on his bonus target;
otherwise, Plesha will be entitled to a
one-time
cash severance payment equal 50% of his full years base salary. In the event that such termination is within six (6) months following a Change of
Control (as defined in the Letter of Employment), the lump sum paid to Plesha will equal a
one-time
cash severance payment equal to the amount of his then current annual base salary.
In addition, the Letter of Employment will terminate prior to its scheduled expiration date in the event of Pleshas
death or disability. The Letter of Employment also includes a
two-year
non-competition
and
non-solicitation
and confidentiality
covenants on terms identical to Pleshas existing employment arrangement with the Company. Under the terms of the Letter of Employment, Plesha is also entitled to the following benefits: health insurance, dental insurance, basic life &
accidental death & dismemberment insurance, long and short term disability insurance, 401(k) Plan with employer match, and an employee stock options plan.
A copy of the Letter of Employment is filed as Exhibit 10.1 to this Current Report, and any description of the terms of the
Letter of Employment are qualified by reference to the full text of the Letter of Employment.
Item 8.01
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Other Information
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On December 20, 2017, the Company issued a press release announcing the Appointment and that the Company continues its
search for a new Chief Executive Officer and anticipates an announcement regarding that executive role early next year, once the appropriate candidate is identified, which press release is attached as Exhibit 99.1 hereto.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Cautionary Note Regarding Forward-Looking Statements
This press release and any statements of employees, representatives and partners of BioDelivery Sciences International, Inc. (the
Company) related thereto contain, or may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve
significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Companys plans, objectives, projections, expectations and intentions and other statements identified by words such as
projects, may, will, could, would, should, believes, expects, anticipates, estimates, intends, plans,
potential or similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties, including those detailed in the
Companys filings with the Securities and Exchange Commission. Actual results (including, without limitation, the performance of the Companys officer as described herein and effectiveness of the Companys search for a new Chief
Executive Officer as described herein) may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond the Companys control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as
required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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December 22, 2017
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
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By:
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/s/ Ernest R. De Paolantonio
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Name:
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Ernest R. De Paolantonio
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Title:
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Chief Financial Officer, Secretary and Treasurer
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