Current Report Filing (8-k)
November 22 2017 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 17, 2017
ZOGENIX, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-34962
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20-5300780
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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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5858 Horton Street, #455, Emeryville, CA
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94608
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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:
(510) 550-8300
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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 Arrangements of Certain Officers.
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Departure of Thierry J.P. Darcis, M.D. as Executive Vice President and General Manager, Europe
On November 17, 2017, Thierry J.P. Darcis, M.D., the Executive Vice President and General Manager, Europe, of Zogenix, Inc. (the
Company), announced his intent to resign, effective as of November 22, 2017.
In connection with his resignation, the
Company and Dr. Darcis entered into a Settlement Agreement (the Darcis Settlement Agreement), pursuant to which Dr. Darcis provided a general release of claims against the Company in exchange for the right to receive the
following severance benefits: (1) a lump sum cash payment in the amount of £354,820.50; and (2) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that
would have vested over the
12-month
period following his last day of employment had Dr. Darcis remained continuously employed by us during such period (provided that: (i) the performance options and
the time-based options granted in October 2015; and (ii) the restricted stock unit awards granted in March 2017, will not accelerate pursuant to this provision). In addition, in the event of a change in control (as defined in his
employment agreement) on or before January 16, 2018, the Company will pay Dr. Darcis an additional lump sum cash payment equal to his bonus (as defined in his employment agreement). In the event of a change in control of the
Company on or before February 17, 2018, the vesting and/or exercisability of Dr. Darcis outstanding unvested stock awards will be automatically accelerated in full on the date of such change in control.
The foregoing description of the Darcis Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of such agreement, which will be filed by the Company as an exhibit to its Annual Report on Form
10-K
for the year ended December 31, 2017.
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.
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ZOGENIX, INC.
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Date: November 22, 2017
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By:
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/s/ Michael P. Smith
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Name:
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Michael P. Smith
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Title:
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Executive Vice President, Chief Financial Officer, Treasurer and Secretary
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