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): February
14, 2006
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-30929
(Commission
File Number)
|
13-4087132
(IRS
Employer Identification No.)
|
750
Lexington Avenue
New
York, New York 10022
(Address
of Principal Executive Offices)
(212)
531-5965
(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 obligation of the registrant under any of the following
provisions:
| |
£
|
Written
communications pursuant to Rule 425 under the Securities
Act.
|
| |
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
| |
£
|
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
|
| |
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
|
Item
1.01. Entry
into a Material Agreement.
Keryx
Biopharmaceuticals, Inc. (“Keryx”) entered into employment agreement with Ronald
C. Renaud, Jr. on February 14, 2006. The material terms of the employment
agreement are described in Item 5.02(c) and are incorporated herein by
reference.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
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(b)
|
Effective
February 14, 2006, Ron Bentsur resigned from his position as Vice
President, Finance and Investor Relations, Secretary and Treasurer
of
Keryx. Mr. Bentsur will remain as the principal accounting officer
of
Keryx until such time as Keryx files its annual report on Form 10-K
for
the year ended December 31, 2005.
|
| |
(c)
|
On
February 16, 2006, Keryx announced the appointment of Ronald C. Renaud,
Jr., age 36, to serve as Keryx’s Senior Vice President, Chief Financial
Officer, Secretary and Treasurer.
|
Prior
to
joining Keryx, Mr. Renaud was a senior research analyst and global sector
coordinator for JP Morgan Securities from May 2004 until February 2006, where
he
was responsible for the biotechnology equity research effort, covering all
ranges of capitalized biotechnology companies. From 2001 to May 2004, Mr. Renaud
held managing director posts at Schwab SoundView and Bear Stearns, where he
covered companies in the biotechnology and life science tool sectors.
Keryx
entered into an employment agreement with Mr. Renaud on February 14, 2006.
Under
the agreement, Mr. Renaud’s initial base salary will be equal to $275,000, with
annual salary increases to be determined in accordance with Keryx’s corporate
policies. Mr. Renaud is also eligible to receive an annual bonus equal to up
to
50% of his base salary if certain performance objectives set by Keryx’s Chief
Executive Officer are met.
Mr.
Renaud was also granted a restricted stock award of 100,000 shares of Keryx
common stock (the “Restricted Shares”). 50,000 of the Restricted Shares vest in
three equal installments on the first, second and third anniversary of Mr.
Renaud’s employment, subject to accelerated vesting if Mr. Renaud’s employment
is terminated without Cause, if Mr. Renaud terminates his employment for Good
Reason, or upon a Change in Control or Qualified Change in Control, as such
terms are defined in the employment agreement. The remaining Restricted Shares
vest upon the occurrence of a Qualified Change in Control, subject to additional
restrictions set forth in the employment agreement.
In
addition, Mr. Renaud was granted options to purchase 500,000 shares of Keryx’s
common stock pursuant to Keryx’s 2004 Long-Term Incentive Plan (the “Options”).
The Options vest as follows: 55,556 Options on the one-year anniversary of
Mr.
Renaud’s employment; 13,889 Options every three months after Mr. Renaud’s
one-year anniversary until the 36th month of employment; and the balance after
seven years, provided that Mr. Renaud remains employed by Keryx on such
date.
Mr.
Renaud’s employment will continue until terminated by either party. Either party
may terminate Mr. Renaud’s employment with Keryx without Cause and without Good
Reason at any time upon 90 days’ notice, provided however, that if such
termination occurs without Cause in the first nine months of employment, Mr.
Renaud shall receive his full salary and benefits until the first anniversary
of
his employment. If Mr. Renaud is terminated by Keryx without Cause, or if he
resigns for Good Reason, any vested Options shall remain exercisable until
the
earlier of (i) two years following such termination and (ii) for the full term
of such Options.
If
Mr.
Renaud’s employment is terminated in anticipation of, or within twelve months
following, a Qualified Change in Control, Mr. Renaud shall be entitled to a
lump-sum payment equal to two years of base salary and the immediate vesting
of
all remaining unvested Options and Restricted Shares. Additionally, any Options
shall remain exercisable until the earlier of (i) two years following such
termination and (ii) for the full term of such Options.
In
the
event Mr. Renaud’s employment is terminated by his death or disability, he shall
be entitled to continue to receive his base salary for three months following
his last day of actual employment by Keryx. In addition, any vested Options
shall remain exercisable until the earlier of (i) two years from the effective
date of his termination and (ii) the expiration date of such Options.
The
employment agreement contains confidentiality obligations that survive
indefinitely and non-solicitation and non-competition obligations that end
on
the first anniversary of the date of cessation of Mr. Renaud’s
employment.
Mr.
Renaud is not involved in any related party transactions with Keryx and is
not
related in any way to any officer, employee or director of Keryx.
The
text
of a press release announcing the appointment of Mr. Renaud is attached as
Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item
9.01. Financial
Statements and Exhibits.
The
following exhibit is filed as a part of this report:
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Exhibit
Number
|
Description |
|
|
99.1 |
Press
Release dated February 16, 2006.
|
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.
| |
|
|
| |
Keryx
Biopharmaceuticals, Inc.
(Registrant)
|
|
|
|
| Date:
February 16, 2006 |
By: |
/s/
Michael S. Weiss |
| |
Michael S.
Weiss |
| |
Chairman
and Chief Executive Officer |
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description |
| 99.1 |
Press
Release dated February 16, 2006.
|