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): April
25, 2007
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction
of
Incorporation)
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000-30929
(Commission
File Number)
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13-4087132
(IRS
Employer Identification No.)
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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.
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£ |
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
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£ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
1.01. Entry
into a Material Agreement.
Keryx
Biopharmaceuticals, Inc. (“Keryx”) entered into an employment agreement with
Beth F. Levine, effective as of April 25, 2007 to serve as Senior Vice
President, General Counsel, Chief Compliance Officer and Secretary of Keryx.
The
material terms of the employment arrangement are described in Item 5.02(c)
and
are incorporated herein by reference.
The
Board
of Directors of Keryx appointed Ms. Levine as an executive officer of Keryx
at a
meeting on April 25, 2007.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
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(c)
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On
April 27, 2007, Keryx announced the appointment of Beth F. Levine,
age 43,
to serve as Keryx’s Senior Vice President, General Counsel, Chief
Compliance Officer and Corporate Secretary.
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Ms.
Levine joins Keryx from Pfizer Inc., where she served in various positions
in
the Legal Division between 1994 and 2007. Most recently, Ms. Levine served
as
Assistant General Counsel - U.S. Pharmaceuticals, where she was chief counsel
responsible for the legal affairs of the $23 billion Pfizer division. From
2000
through 2003, Ms. Levine served as Assistant General Counsel - Pfizer Consumer
Group, where she was chief counsel responsible for the consumer group's global
legal affairs. Prior to working at Pfizer, Ms. Levine was a litigation associate
at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Ms. Levine
received a J.D. from Fordham Law School and a B.S. from Cornell
University.
Keryx
entered into an employment agreement with Ms. Levine on April 25, 2007. Under
the employment agreement, Ms. Levine’s initial base salary will be equal to
$300,000, with annual salary increases to be determined in accordance with
Keryx’s corporate policies. Ms. Levine is also eligible to receive an annual
bonus equal to up to 50% of her base salary if certain performance objectives
set by Keryx’s Chief Executive Officer are met. For 2007, the performance bonus
and target will be agreed upon on or before May 30, 2007.
Ms.
Levine was granted options, pursuant to an inducement plan, to purchase 150,000
shares of Keryx common stock (the “Options”). The Options will vest as follows:
37,500 on the one-year anniversary of Ms. Levine’s employment, and 9,375 Options
every three months after Ms. Levine’s one-year anniversary until the
48th
month of
employment. Ms. Levine is eligible to receive up to 37,500 additional options
on
an annual basis.
Ms.
Levine was also granted 15,000 restricted shares of Keryx common stock (the
“Restricted Shares”). The Restricted Shares will vest as follows: 5,000
Restricted Shares on the two-year anniversary of Ms. Levine’s employment; 5,000
Restricted Shares on the three-year anniversary of Ms. Levine’s employment; and
5,000 Restricted Shares on the four-year anniversary of Ms. Levine’s
employment.
Ms.
Levine’s employment will continue until terminated by either party. Either party
may terminate Ms. Levine’s employment at any time upon 90 days’ notice, provided
however, that if such termination occurs without cause or for good reason during
the first 12 months of employment, Ms. Levine will receive her full salary
and
benefits (excluding bonus) until the first anniversary of her employment.
If
Ms.
Levine’s employment is terminated without cause or she resigns for good reason
in anticipation of or within 12 months following a chance of control which
values Keryx in excess of $1.5 billion, then Ms. Levine will be entitled to
a
lump sum payment of one year’s base salary and any earned and unpaid
bonus.
If
Ms.
Levine resigns for good reason or if her employment is terminated without cause
or in the event of a change in control, all of her unvested Options and
Restricted Shares will become immediately vested. All outstanding Options will
remain exercisable until the earlier of (i) two years following such
termination, and (ii) for the full term of such Options.
In
the
event Ms. Levine's employment is terminated due to her death or disability,
she
will receive her base salary for three months following her last day of
employment, and all outstanding Options will remain exercisable until the
earlier of (i) two years following such termination, and (ii) for the full
term
of such Options.
Ms.
Levine’s employment is subject to a non-competition arrangement as agreed upon
between Keryx and Ms. Levine.
There
are
no arrangements between Ms. Levine and any other person pursuant to which she
was selected as an officer, nor are there any transactions to which Keryx was
or
is a participant and in which Ms. Levine has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. Ms. Levine is not related in
any
way to any officer, employee or director of Keryx.
The
text
of a press release announcing the appointment of Ms. Levine is attached as
Exhibit 99.1 and is incorporated by reference into this Item 5.02.
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(d)
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On
April 25, 2007, Kevin J. Cameron was appointed to Keryx’s Board of
Directors of by unanimous vote of the directors.
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Mr.
Cameron joins the Keryx Board of Directors with more than ten years of corporate
governance and strategy experience. In 2003, Mr. Cameron co-founded and
currently serves as President of Glass Lewis & Company, a leading
independent research firm focused on issues of corporate governance. Glass
Lewis
is recognized as one of the most important advisers to institutional investors.
Clients include seven of the ten largest public pension funds and eight of
the
largest mutual fund managers, as well as many leading hedge funds. From 2001
to
2002, Mr. Cameron handled corporate affairs for Moxi Digital, a technology
venture focused on digital entertainment. From 1997 to 2001, he was the general
counsel at NorthPoint Communications, a publicly-traded broadband
telecommunications company. Mr. Cameron was an attorney with the corporate
law
firm of Kellogg, Huber, Hansen, Todd & Evans in Washington D.C. and served
as a law clerk to the Hon. James L. Buckley of the United States Court of
Appeals for the District of Columbia Circuit.
Mr.
Cameron earned a law degree from the University of Chicago, where he served
as
articles editor of the Law Review, and an undergraduate degree from McGill
University. He is a frequent lecturer on corporate governance, and has been
widely quoted on issues as diverse as pension accounting and executive
compensation.
There
are
no arrangements or understandings between Mr. Cameron and any other person
pursuant to which Mr. Cameron was appointed to the Board of Directors. Since
January 1, 2006, Mr. Cameron has not entered into any transaction in which
he
has a direct or indirect material interest and in which Keryx or any subsidiary
of Keryx is also a party, and Mr. Cameron is not currently considering any
such
transactions. Pursuant to the Amended and Restated Directors Equity Compensation
Plan under Keryx's 2004 Long-Term Incentive Plan, Mr. Cameron received 50,000
stock options to purchase shares of Keryx common stock on April 25, 2007. The
exercise price of the options is 11.02, and the options will vest per the
following schedule: 16,667 on April 25, 2008; 16,667 on April 25, 2009; and
16,666 on April 25, 2010.
The
text
of a press release dated April 25, 2007 announcing the appointment of Mr.
Cameron is furnished as Exhibit 99.2.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed as a part of this report:
Exhibit
Number Description
99.1 Press
Release dated April 25, 2007.
99.2 Press
Release dated April 25, 2007.
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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Keryx
Biopharmaceuticals, Inc.
(Registrant)
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Date:
April 26, 2007 |
By: |
/s/
Ronald C. Renaud, Jr. |
|
Ronald
C. Renaud, Jr. |
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Senior
Vice President, Chief Financial Officer, and
Treasurer |
INDEX
TO EXHIBITS
Exhibit
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Number
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Description
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99.1
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Press
Release dated April 25, 2007.
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99.2
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Press
Release dated April 25, 2007.
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