UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Filed Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported): November 12, 2009
Repros
Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-15281
|
76-0233274
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
2408
Timberloch Place, Suite B-7
The
Woodlands, Texas 77380
(Address
of principal
executive
offices
and
zip code)
|
|
|
(281)
719-3400
(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 (see General Instruction A.2 below):
o 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.
On
November 12, 2009, Repros Therapeutics Inc.’s (the “Company”) board of directors
(the “Board”) appointed Dr. Jaye Thompson to the Board and to serve as a member
of the Board’s Audit Committee. In connection with such appointment,
Dr. Thompson was granted an option to purchase 40,000 shares of the Company’s
common stock pursuant to its 2000 Non-Employee Directors’ Stock Option Plan, as
amended. Additionally, Dr. Thompson and the Company entered into the
Company’s standard indemnification agreement for directors, the form of which is
attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 20, 2009.
On
November 12, 2009, Mark Lappe resigned his position as a member of the Company’s
board of directors and chairperson of the board of directors. Mr.
Lappe’s resignation was not a result of any disagreements relating to the
Company’s operations, policies or practices. Nola E. Masterson, a
member of the Company’s board of directors since 2004, has been appointed as
chairperson of the Company’s board of directors.
A copy of
the Company’s press release announcing the appointment of Dr. Thompson and
resignation of Mr. Lappe is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
On
November 16, 2009, the Board elected Joseph S. Podolski as President of the
Company. Mr. Podolski, 62, has served as Chief Executive Officer
and as a director of the Company since 1992. Mr. Podolski also served
as President of the Company from 1992 through February 2009. He
joined the Company in 1989 as Vice President of Operations.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit
|
|
| |
Number
|
Description |
| |
|
|
|
|
99.1
|
Press
Release dated November 12,
2009
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
Repros
Therapeutics Inc. |
|
| |
|
|
|
|
Date: November
16, 2009
|
By:
|
/s/
Joseph S. Podolski |
|
| |
|
Joseph
S. Podolski |
|
| |
|
Chief
Executive Officer |
|
EXHIBIT
INDEX
| |
Exhibit
|
|
| |
Number
|
Description |
| |
|
|
|
|
99.1
|
Press
Release dated November 12, 2009
|