UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2006
MICROMET,
INC.
(FORMERLY CANCERVAX CORPORATION)
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-50440
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52-2243564 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 2110 Rutherford Road, Carlsbad, CA
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92008 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (760) 494-4200
(Former Name or Former Address, if Changed Since Last Report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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.
On May 3, 2006, the Board of Directors of CancerVax Corporation (the “Company”) approved a Third
Amendment to Amended and Restated Employment Agreement with the Company (the “Amendment”) with
David F. Hale, President and Chief Executive Officer of the Company. Pursuant to the Amendment,
Mr. Hale’s employment with the Company was terminated effective as of May 5, 2006, immediately
following the consummation of the Company’s merger with Micromet AG and, under the terms of the
Amendment, such termination constituted a termination of employment without Cause following a
Change in Control (as defined in the Amendment). Effective as of the date of termination, the
vesting and/or exercisability of any outstanding unvested portion of Mr. Hale’s stock awards, other
than Mr. Hale’s stock awards granted to him on March 20, 2006, was automatically accelerated on the
date of termination. In addition, Mr. Hale received severance payments as follows: (1) on the
date of termination, Mr. Hale received cash severance in an amount equal to $227,200 and a number
of fully-vested shares of the Company’s common stock equal to (i) $227,200, divided by (ii) the
closing price of the Company’s common stock on The Nasdaq National Market on the immediately
preceding trading date (which was $2.21), and (2) on January 1, 2007, Mr. Hale will receive cash
severance in an amount equal to $317,800 and a number of fully-vested shares of the Company’s
common stock equal to (i) $250,200, divided by (ii) the closing price of the Company’s common stock
on The Nasdaq National Market on the immediately preceding trading date. Mr. Hale is also entitled
to continued health benefits and life insurance coverage at the Company’s expense for up to
eighteen months and up to $15,000 in outplacement services.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment. A copy of the Amendment is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
10.1
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Third Amendment to Amended and Restated Employment Agreement,
dated as of May 4, 2006, by and between CancerVax Corporation
and David F. Hale. |