Current Report Filing (8-k)
January 30 2014 - 11:05AM
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 27, 2014
Chelsea TherapEUtics International, Ltd. |
(Exact name of registrant as specified in its charter) |
Delaware |
000-51462 |
20-3174202 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer ID Number) |
3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277 |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: |
(704) 341-1516 |
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):
| ¨ | 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.
Appointment of Chief Commercial Officer
On January 27, 2014, Chelsea Therapeutics
International, Ltd. (the “Company”), appointed Keith W. Schmidt to be the Company’s Chief Commercial Officer,
effective January 28, 2014.
From July 2006 to July 2012, Mr. Schmidt
served as the Company’s Vice President, Marketing and Sales. Since July 2012, Mr. Schmidt had served as a consultant to the
Company. Mr. Schmidt has over 30 years of experience in domestic and international pharmaceutical sales and strategic marketing,
including the launch of many industry leading drugs.
Mr. Schmidt, age 63, has no familial relationships
with any executive officer or director of the Company. Other than his consulting arrangement with us, pursuant to which we have
paid Mr. Schmidt an aggregate of approximately $125,000, there have been no transactions in which we have participated and in which
Mr. Schmidt had a direct or indirect material interest involving in excess of $120,000 since January 1, 2013, the beginning of
our last completed fiscal year.
In connection with his hiring, Mr. Schmidt
entered into an offer letter with the Company dated January 27, 2014. Pursuant to the terms of the offer letter, Mr. Schmidt will
receive an annual base salary of $275,000 and will be eligible for an annual discretionary performance-based bonus with a target
award of 20% of his base salary. Mr. Schmidt also received an initial stock option grant of 100,000 shares of the Company’s
common stock at an exercise price of $4.50 per share, which was the closing price of the Company’s common stock on the Nasdaq
Capital Market on the date of the grant. The options will vest in equal annual installments over four years, beginning January
28, 2015.
Mr. Schmidt will also be added as an “Eligible
Executive” under the Company’s Executive Retention Bonus Plan (the “Retention Plan”) and its Executive
Severance Plan (the “Severance Plan”). Under the Retention Plan, Mr. Schmidt will be eligible to receive a cash bonus
equal to 50% of his annual base salary upon the occurrence of a “Sale Event” (as defined in the Retention Plan). However,
Mr. Schmidt will not be eligible to receive any “NDA Approval Bonus” (as defined in the Retention Plan) that may become
payable under the Retention Plan. Any bonus payable to Mr. Schmidt pursuant to the Retention Plan will supplant any annual performance-based
bonus for which Mr. Schmidt might otherwise be eligible. Under the Severance Plan, Mr. Schmidt will be entitled to a separation
bonus equal to one month of base salary for every full month of employment with the Company, up to a maximum of 11 months’
severance pay, in the event that Mr. Schmidt’s employment is terminated by the Company without “cause” (as defined
in the Severance Plan) or by Mr. Schmidt for “good reason” (as defined in the Severance Plan).
On January 30, 2014, the Company issued
a press release regarding Mr. Schmidt’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Amendment to CEO Target Bonus Award
On January 27, 2014, the Company’s Board of Directors approved an increased 45% annual target bonus to the $350,000 annual
base salary of Joseph G. Oliveto, the Company’s President and Chief Executive Officer, provided Mr. Oliveto does not receive
any 2014 bonus payment under the Executive Retention Bonus Plan.
Item 9.01 Financial Statements and
Exhibits.
| 99.1 | Press release dated January 30, 2014. |
Signature
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.
|
CHELSEA THERAPEUTICS INTERNATIONAL, LTD. |
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By: |
/s/ J. Nick Riehle |
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J. Nick Riehle |
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Chief Financial Officer |
Dated: January 30, 2014
Exhibit Index
Exhibit No. |
|
Description |
99.1 |
|
Press release dated January 30, 2014. |
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