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): March 10, 2010
Repros
Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15281
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76-0233274
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(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2408
Timberloch Place, Suite B-7
The
Woodlands, Texas 77380
(Address
of principal
executive
offices
and
zip code)
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(281)
719-3400
(Registrant’s
telephone number, including area code)
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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
1.01 Entry into a Material Definitive Agreement.
The
information set forth under Item 5.02 of this Current Report on Form 8-K
relating to the entry into of an amendment to the employment agreement of Joseph
S. Podolski is hereby incorporated in this Item 1.01 by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
March 10, 2010, Repros Therapeutics Inc. (the “Company”) and its President and
Chief Executive Officer, Joseph S. Podolski, entered into a Fourth Amendment
(the “Fourth Amendment”) to the Employment Agreement dated January 1, 1993 by
and between the Company and Mr. Podolski. The Fourth Amendment
provides that, upon a change of control of the Company, Mr. Podolski shall be
entitled to receive an amount equal to (i) 50% of his annual base salary in
effect on the date of such change of control on the first, second, third, fourth
and fifth anniversary dates and (ii) 35% of his annual base salary in effect on
the date of such change of control on the sixth anniversary date, of the closing
of such change of control of the Company. Such payments shall be made
to Mr. Podolski, or to his heirs or representative in the event of his death,
and shall bear interest from such date until paid. Previously, the
Company and Mr. Podolski agreed that Mr. Podolski would waive a portion of his
salary in exchange for certain stock options in order to improve the Company's
liquidity. The purpose of the Fourth Amendment is to clarify that
such waiver by Mr. Podolski does not impact his compensation upon termination
following a change of control of the Company and to revise the subsequent years
after the first year to provide for such amounts to be a percentage, as
applicable, of the initial year amount.
The
foregoing description is qualified in its entirety by reference to the Fourth
Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
Description |
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10.1
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Fourth
Amendment to Employment Agreement effective March 10, 2010 between the
Company and Joseph S.
Podolski.
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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.
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Repros Therapeutics
Inc. |
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| Date: March
11, 2010 |
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By:
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/s/
Joseph S. Podolski |
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Joseph
S. Podolski |
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President
and Chief Executive Officer |
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EXHIBIT
INDEX
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Exhibit |
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Number |
Description |
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|
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10.1
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Fourth
Amendment to Employment Agreement effective March 10, 2010 between the
Company and Joseph S. Podolski.
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