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): May
4, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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□
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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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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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(b) In
connection with the appointment of Ajay Bansal as our executive vice president,
corporate development and chief financial officer (as described in Item 5.02(c)
below), James F. Tessmer, our vice president, finance and accounting,
relinquished his function as our principal financial officer, effective as of
June 2, 2009. Mr. Tessmer will continue his function as our principal
accounting officer.
(c) Effective
as of June 2, 2009, Ajay Bansal was appointed as our executive vice president,
corporate development and chief financial officer, in which capacity he will
function as our principal financial officer.
Mr.
Bansal, 47, was chief financial officer and executive vice president of
corporate and business development for Tercica, Inc. until its acquisition by
Ipsen in October 2008. From February 2003 to January 2006, Mr. Bansal
served as chief financial officer of Nektar Therapeutics and from July 2002
until February 2003, he was director of operations analysis at Capital One
Financial. Mr. Bansal previously served in a variety of financial
advisory, product management and strategy, and management consulting roles with
Mehta Partners LLC, Novartis AG, Arthur D. Little, Inc., McKinsey & Company,
Inc. and ZS Associates. He received his B.S. from the Indian
Institute of Technology and his M.S. and M.B.A. from Northwestern
University.
In
connection with his appointment, we entered into an offer letter with Mr. Bansal
dated May 4, 2009. Under the terms of the offer letter, Mr. Bansal
will receive an initial annual base salary of $340,000 and will be eligible to
receive an annual cash bonus, with a bonus target of 35% of his base
salary. The actual cash bonus, if any, will be determined in the
discretion of the compensation committee of our board of directors based on the
achievement of certain corporate and individual goals and in accordance with the
process applicable to all named executive officers. If we terminate
Mr. Bansal’s employment without “cause,” as defined in the offer letter, we will
pay Mr. Bansal his then-current salary for twelve months following such
termination. The offer letter also provides that we will provide Mr.
Bansal with $75,000 for his relocation expenses and additional reimbursements
for two trips to The Woodlands, Texas to locate housing.
In
addition, we have granted Mr. Bansal an option under our Equity Incentive Plan
(the “Plan”) to purchase 250,000 shares of our common stock at an exercise price
equal to $1.53, the fair market value of our common stock on the grant date, as
determined in accordance with the terms of the Plan. The option
expires on the tenth anniversary of the grant date and vests with respect to 25%
of the shares underlying the option on the first anniversary of the grant date
and 1/48
th
per
month for each month of service thereafter. The option becomes fully
vested with respect to all remaining unvested shares upon a change in control of
our company.
There are
no family relationships involving Mr. Bansal which would require disclosure
under Item 401(d) of Regulation S-K. There are no current or proposed
transactions in which Mr. Bansal or any member of his immediate family has, or
will have, a direct or indirect material interest which would require disclosure
under Item 404(a) of Regulation S-K.
Copies of
the offer letter with Mr. Bansal and a press release announcing Mr. Bansal’s
appointment are each attached to this current report on Form 8-K as Exhibits
10.1 and 99.1, respectively.
(e) The
information set forth in the third and fourth paragraphs of Item 5.02(c) is
incorporated herein by reference.
Item
9.01
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Financial Statements and
Exhibits
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(d) Exhibits
Exhibit No.
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Description
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10.1
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—
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Offer
Letter, dated May 4, 2009, with Ajay Bansal
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99.1
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—
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Press
Release of Lexicon Pharmaceuticals, Inc. dated June 2,
2009
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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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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Date: June
2, 2009
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By:
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
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Executive Vice
President
and
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General
Counsel
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Index
to Exhibits
Exhibit No.
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Description
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10.1
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—
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Offer
Letter, dated May 4, 2009, with Ajay Bansal
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99.1
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—
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Press
Release of Lexicon Pharmaceuticals, Inc. dated June 2,
2009
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