UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 16, 2008
Idera Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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001-31918
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04-3072298 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 167 Sidney Street, Cambridge, Massachusetts
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02139 |
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| (Address of Principal Executive Offices)
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Zip Code) |
Registrant’s telephone number, including area code: (617) 679-5500
(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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2008,
the Compensation Committee of the Board of Directors of Idera Pharmaceuticals, Inc. (the “Company”)
approved compensation for the following executive officers, as set forth in the table below:
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New annual base salaries for 2009; |
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The payment of cash bonus awards for 2008; and |
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The grant of options to purchase shares of common stock of the Company. |
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2009 Annual |
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Salary |
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2008 Bonus |
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Stock Options |
Sudhir Agrawal |
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$ |
510,000 |
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$ |
340,000 |
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200,000 |
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President, Chief Executive Officer,
Chief Scientific Officer and
Director |
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Louis J. Arcudi, III |
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$ |
260,000 |
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$ |
60,000 |
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40,000 |
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Chief Financial Officer |
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Alice Bexon* |
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$ |
189,000 |
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$ |
36,000 |
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10,000 |
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Vice President, Clinical Development |
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Timothy Sullivan |
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$ |
278,000 |
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$ |
55,000 |
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35,000 |
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Vice President, Development Programs |
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* Commencing
in May 2008, Dr. Bexon’s work schedule was reduced to 60%. The
annual salary listed in the table above assumes continuation of such
schedule; Dr. Bexon’s 2009 annual salary would be $315,000 on a
full-time basis.
Each of the options to purchase shares of the Company’s common stock was granted pursuant to
the Company’s 2008 Stock Incentive Plan, has an exercise price equal to $8.70, which was the
closing price of the Company’s Common Stock on the NASDAQ Global Market on December 16, 2008, and
vests in equal quarterly installments over four years.
In addition, on December 17, 2008, in order to ensure compliance with Section 409A of the
Internal Revenue Code, the Company entered into amendments to its employment agreements with Dr.
Agrawal and with Mr. Arcudi. These amendments reflect, among other things, changes necessary to
comply with Section 409A rules governing the timing of bonus and severance payments and payments in
connection with a change-in-control of the Company. These amendments do not affect the scope or
amount of benefits Dr. Agrawal and Mr. Arcudi are entitled to receive under their respective
agreements.
The description of the amendments to the employment agreements with Dr. Agrawal and Mr. Arcudi
set forth above is qualified in its entirety by reference to the full and complete terms set forth
in such amendments, copies of which are filed as exhibits to this Current Report on Form 8-K and
incorporated by reference herein.
On December 16, 2008, the Board of Directors approved a one-year extension of the consulting
agreement entered into on January 1, 2008 by the Company and Dr. Robert Karr, a director of the
Company and its former President. Under the consulting agreement, the Company has agreed to pay
Dr. Karr a consulting fee of $375 per hour up to a maximum of $3,000 for each day of services
performed by Dr. Karr.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or
furnished herewith are set forth on the Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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IDERA PHARMACEUTICALS, INC.
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| Date: December 18, 2008 |
By: |
/S/ LOUIS J. ARCUDI, III
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Louis J. Arcudi, III |
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Chief Financial Officer |
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