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This excerpt taken from the CRIS 8-K filed Feb 5, 2010.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 February 2, 2010, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Curis, Inc. (the “Company”) approved 2010 annual base salaries for its named executive officers as follows:

 

Name

   2010 Base Salary

Daniel R. Passeri

   $ 400,000

Michael P. Gray

   $ 300,000

Mark W. Noel

   $ 215,000

Changgeng Qian, Ph.D., M.D.

   $ 275,000

On February 2, 2010, the Compensation Committee also approved cash bonus arrangements for named executive officers, which are contingent upon the Company’s achievement of objectives under its license agreement dated August 5, 2009 with Debiopharm S.A. Specifically, the first two thirds of the total bonuses to be paid to the named executive officers will be payable upon the Company’s receipt of a previously agreed upon payment from Debiopharm relating to the first regulatory approval in a major market country of an open investigational new drug application or clinical trial application to initiate human clinical trials. The remaining one third of the total bonuses to be paid to the named executive officers will be payable upon the Company’s receipt of a previously agreed upon payment from Debiopharm relating to the administration of Debio 0932 in the fifth patient in the first phase I clinical trial. The total bonus payments, as well as the allocation of such payments between the first and second milestones, are as follows:

 

Name

   Bonus amount payable
upon Company’s receipt of
payment from Debiopharm
for achievement of first
development objective
   Bonus amount payable upon
Company’s receipt of
payment from Debiopharm
for achievement of second
development objective
   Total bonus amount
payable

Daniel R. Passeri

   $ 100,000    $ 50,000    $ 150,000

Michael P. Gray

   $ 83,333    $ 41,667    $ 125,000

Mark W. Noel

   $ 33,333    $ 16,667    $ 50,000

Changgeng Qian, Ph.D., M.D.

   $ 66,667    $ 33,333    $ 100,000

 

Item 8.01. Other Events.

On February 2, 2010, upon recommendation by the Committee, the Board approved the promotion of Dr. Changgeng Qian to Senior Vice President, Discovery Research and Preclinical Development from his position of Vice President, Discovery Research and Preclinical Development.

On February 4, 2010, the Company entered into a Settlement, Mutual Release and Termination Agreement (the “Agreement”) with Micromet, Inc. to resolve a claim filed by the Company with the American Arbitration Association, relating to a June 2001 Agreement for the Purchase and Sale of Single Chain Peptide Business (the “SCA Agreement”) between the Company and Micromet’s wholly owned subsidiary Micromet AG under which Micromet AG acquired from the Company certain intellectual property assets relating to single chain antibodies, including patents and license agreements. Under the SCA Agreement, Micromet AG made an upfront payment in cash and issued equity and a debt instrument to Curis. In addition, under the terms of the SCA Agreement, Micromet AG had agreed to pay royalties on net sales of products covered by the assigned patents and on revenues received from licensing the assigned patents. Pursuant to the Agreement, Micromet has made a final payment of $4.0 million to the Company in order to settle the dispute and discharge and terminate all future payment obligations that would have arisen under the SCA Agreement.


This excerpt taken from the CRIS 8-K filed Jan 22, 2010.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On January 22, 2010, Curis, Inc. (the “Company”) entered into a placement agent agreement with RBC Capital Markets Corporation and Rodman & Renshaw, LLC (the “Placement Agents”) relating to the Company’s registered direct offering, issuance and sale (the “Offering”) to a select group of investors (the “Investors”) of 6,449,288 units (the “Units”) with each Unit consisting of (i) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) one warrant to purchase 0.25 of a share of Common Stock (the “Warrants”). The above description of the placement agent agreement is qualified in its entirety by reference to the placement agent agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

In connection with the Offering, on January 22, 2010, the Company also entered into subscription agreements with each Investor purchasing Units in the Offering. The Investors have agreed to purchase the Units for a negotiated price of $2.52 per Unit. The above description of the subscription agreements is qualified in its entirety by reference to the form of subscription agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The initial per share exercise price of the Warrants is $3.55. The Warrants are exercisable at any time on or after the date of issuance and will be exercisable for a period of five years, ending January 27, 2015. The above description of the Warrants is qualified in its entirety by reference to the form of Warrant, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

The closing of the Offering is expected to take place on or about January 27, 2010, subject to the satisfaction of customary closing conditions.

The Units are being offered and sold pursuant to a prospectus dated August 18, 2008 and a prospectus supplement, pursuant to the Company’s previously effective shelf registration statement on Form S-3 (Registration No. 333-152612).

The legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Units is filed as Exhibit 5.1 hereto.

The net proceeds from the sale of the Units, after deducting the fee of the Placement Agents and other offering expenses, will be approximately $15.0 million. The Placement Agents will receive an aggregate fee of approximately $975,000, which represents 6% of the aggregate purchase price for the Units. The Company’s press release dated January 22, 2010 announcing its agreement to sell the Units is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the CRIS 8-K filed Jan 8, 2010.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure.

Curis, Inc. (“the Company”) is hereby furnishing its corporate presentation that it intends to provide to investors and other third parties from time to time as part of its investor relations activities, including in meetings being held in San Francisco from January 11-14, 2010 surrounding the J.P. Morgan 28th Annual Healthcare Conference. A copy of such corporate presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The attached presentation contains statements about the Company’s future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including risks relating to: both the Company’s and its collaborators’ ability to successfully research, obtain regulatory approvals for, develop and commercialize products based upon the Company’s technologies; the Company’s ability to obtain and maintain proprietary protection for its technologies and product candidates, including its multi-target inhibitors; competitive pressures; the Company’s ability to maintain strategic collaborations, including with Genentech and Debiopharm; the Company’s ability to successfully execute on, and receive favorable results from, its proprietary drug development efforts; the Company’s ability to raise additional funds to finance its operations; and those factors described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, and other reports that it files with SEC.

The forward-looking statements included in the attached presentation represent the Company’s views as of the date of the attached presentation. The Company anticipates that subsequent events and developments will cause its views to change. While the Company may elect to update these forward-looking statements in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the attached presentation.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and is not otherwise subject to the liabilities of that section. Accordingly, the information in Exhibit 99.1 attached hereto will not be incorporated by reference into any filing made Registrant under the Securities Act of 1933 or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

See Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed Aug 10, 2009.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.
This excerpt taken from the CRIS 8-K filed Feb 11, 2009.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 February 5, 2009, the compensation committee of the board of directors of Curis, Inc. determined not to make payments under the previously announced 2008 cash incentive plan for executive officers, or the plan.

The plan, which was approved by the compensation committee on May 16, 2008, provided for cash payments to each executive officer upon the achievement of corporate goals. The compensation committee established four equally-weighted categories of corporate goals for 2008, generally related to the achievement of:

 

   

development goals relating to CUDC-101, including the filing of an IND and progress in achieving clinical trial enrollment and study objectives;

 

   

the nomination of one or more additional development candidates from our targeted cancer programs;

 

   

the establishment of one or more collaborations regarding our targeted cancer programs having specified research funding and other payment terms; and

 

   

financial performance objectives, including cash management and capital raising.

Each of the foregoing four categories was further delineated into three levels of potential achievement: “Threshold;” “Target;” and “Maximum.” Under the plan, cash payments were to be paid based upon the degree to which each category of corporate goals had been achieved on this continuum, if at all. The first and fourth goals set forth above were achieved at the “Threshold” level and the second goal was achieved at the “Target” level. Upon achievement of the three goals at these levels, the following cash incentive payment amounts were earned under the plan: $100,000 for Daniel R. Passeri; $52,500 for Michael P. Gray; $37,500 for Changgeng Qian; and $15,750 for Mark W. Noel. Despite these amounts being earned under the plan, the compensation committee determined not to make the cash payments in order to preserve cash.

 

Item 8.01. Other Events.

On February 5, 2009, upon the recommendation of the compensation committee, the board of directors determined to leave the cash compensation paid to our non-employee directors for 2009 unchanged from the rates paid in 2008 and to leave the cash compensation paid to our named executive officers unchanged from the rates disclosed in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.


This excerpt taken from the CRIS 8-K filed Oct 28, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On October 28, 2008, Curis, Inc. announced its financial results for the three- and nine-month periods ended September 30, 2008. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) The Exhibit to this Current Report on Form 8-K is listed in the Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed Jul 30, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On July 30, 2008, Curis, Inc. announced its financial results for the three- and six-month periods ended June 30, 2008. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) The Exhibit to this Current Report on Form 8-K is listed in the Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed May 22, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 May 16, 2008, the compensation committee of the board of directors of Curis, Inc. approved a 2008 cash incentive plan for executive officers, which we refer to herein as the cash incentive plan. The cash incentive plan is designed to motivate our executive officers to achieve specified corporate performance objectives for fiscal 2008 and to reward them for their achievement assuming those objectives are met.

Eligibility. To be eligible, an executive officer must be designated by the compensation committee or independent board members as eligible to receive payments under the cash incentive plan and be serving as an executive officer at the time the award is paid. The compensation committee has determined that the following executive officers are currently eligible to participate in the cash incentive plan: Daniel Passeri, Michael Gray, Mark Noel and Changgeng Qian.

Administration. The cash incentive plan is administered by the compensation committee. The compensation committee has the authority and discretion to modify performance goals under the cash incentive plan and has the right to amend, modify or terminate the cash incentive plan at any time.

Awards. The compensation committee has established the following target cash incentive payment amounts, referred to herein as target amounts, for each executive officer:

 

Executive Officer

   2008 Base Salary    Target Cash Incentive Payment As a
Percentage of 2008 Annual Base Salary,
Assuming Performance at the 100% Level
      (%)     ($)

Daniel Passeri

   $ 400,000    50 %   $ 200,000

Michael Gray

   $ 300,000    35 %   $ 105,000

Changgeng Qian

   $ 250,000    30 %   $ 75,000

Mark Noel

   $ 210,000    15 %   $ 31,500

Total

   $ 1,160,000      $ 411,500

The compensation committee has established four equally-weighted categories of corporate goals for 2008. The four categories of corporate goals for 2008 generally relate to the achievement of:

 

   

development goals relating to CUDC-101, our first drug candidate selected as a development candidate, including the filing of an IND and progress in achieving clinical trial enrollment and study objectives;

 

   

the nomination of one or more additional development candidates from our targeted cancer programs;

 

   

the establishment of one or more collaborations regarding our targeted cancer programs having specified research funding and other payment terms; and

 

   

financial performance objectives, including cash management and capital raising.

Each of the foregoing four categories has been further delineated into three levels of potential achievement: “Threshold;” “Target;” and “Maximum.” Cash incentive payments may be paid based upon the degree to which each category of corporate goals has been achieved on this continuum, if at all. For each of the four categories, achievement of performance at the “Threshold” level results in a weighted payment equal to 50% of the target amount set forth above, achievement of performance at the “Target’ level results in a weighted payment equal to 100% of the target amount set forth above, and achievement of performance at the “Maximum” level results in a weighted payment equal to 150% of the target amount set forth above.

Distribution. The awards generally will be paid in cash. The compensation committee has sole discretion, however, to pay an award using a combination of cash and equity or all equity, any such equity being issued pursuant to our 2000 Stock Incentive Plan. If the compensation committee determines that such payment will be made in whole or in part in the form of equity, the compensation committee shall have the sole discretion to determine the nature, amount and other terms of such equity award. Payment of the awards, if any, will be made after the completion of fiscal year 2008 and no later than March 15, 2009.

Effect of Change in Control. In the event of a change in control of Curis, short-term incentive amounts shall be paid out at 100% of target upon such change in control.


This excerpt taken from the CRIS 8-K filed Apr 30, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On April 30, 2008, Curis, Inc. announced its financial results for the first quarter ended March 31, 2008. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) The Exhibit to this Current Report on Form 8-K is listed in the Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed Mar 25, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

(b)

On March 24, 2008, Dr. Stephen Carter notified Curis, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company. Dr. Carter’s resignation was effective immediately.


This excerpt taken from the CRIS 8-K filed Feb 14, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On February 14, 2008, Curis, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2007. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) The Exhibit to this Current Report on Form 8-K is listed in the Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed Jan 31, 2008.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 January 29, 2008, Curis, Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with Dr. Stephen Carter, a member of the Company’s board of directors (the “Board”). The Indemnification Agreement is substantially identical to the form of indemnification agreement that the Company has entered into with its other directors and executive officers and provides that Dr. Carter:

 

 

shall be indemnified by the Company against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement incurred in connection with any litigation or other legal proceeding, other than an action by or in the right of the Company, brought against him by virtue of his position as a director if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Company’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

 

 

shall be indemnified by the Company against all expenses, including attorneys’ fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any action by or in the right of the Company brought against him by virtue of his position as a director of the Company if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Company’s best interests, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the Company, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is entitled to indemnification of such expenses.

Notwithstanding the foregoing, to the extent that Dr. Carter has been successful, on the merits or otherwise, he is required to be indemnified by the Company against all expenses, including attorneys’ fees, incurred in connection with defending any proceeding to the extent that we do not assume the defense of such proceeding. Expenses shall be advanced to Dr. Carter, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such expenses.

Indemnification is required to be made unless the Company determines that the applicable standard of conduct required for indemnification has not been met. As a condition precedent to the right of indemnification, Dr. Carter must give notice to the Company of the action for which indemnity is sought and the Company has the right to participate in such action or assume the defense thereof.

The foregoing description of the Indemnification Agreement is qualified in its entirety by the full text of the Indemnification Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On January 25, 2008, the compensation committee of the Board approved short term cash incentive awards for each of the Company’s named executive officers in the amounts listed below.

 

Named Executive Officer

   Bonus Amount

Daniel R. Passeri, President and Chief Executive Officer

   $ 60,000

Michael P. Gray, Chief Operating and Chief Financial Officer

   $ 40,000

Mark W. Noel, Vice President, Technology Management and Business Development

   $ 20,000

Changgeng Qian, Ph.D., M.D., Vice President, Discovery and Preclinical Research

   $ 40,000

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.


This excerpt taken from the CRIS 8-K filed Dec 20, 2007.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

(d)

On December 19, 2007, Curis, Inc. (the “Company”) announced that on December 17, 2007, the Board of Directors of the Company (the “Board”) elected Dr. Stephen K. Carter as a Class II Director. Dr. Carter was elected to serve until the 2010 Annual Meeting of Stockholders and thereafter until his successor is duly elected and qualified. Dr. Carter was elected by the Board upon the recommendation of the Nominating and Corporate Governance Committee, and has not been named to any committees of the Board. Dr. Carter was not selected pursuant to any arrangement or understanding between Dr. Carter and any other person. In addition, Dr. Carter is not a party to any transaction, or series of transactions, involving the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. Carter will receive compensation for his board service as a non-employee director consistent with the Company’s director compensation program. In accordance with the Company’s 2000 Director Stock Option Plan, on the date of his election to the Board, Dr. Carter was granted an option to purchase 25,000 shares of the Company’s common stock that vests in four equal annual installments beginning on earlier of (A) the first anniversary of such option grant date and (B) the day before the Annual Meeting of Stockholders of the applicable anniversary year with an exercise price of $1.04 per share, the closing price of the Company’s common stock on the grant date. The first vesting installment will occur on June 3, 2008 and the shares subject to the option will be fully vested on June 3, 2011.

The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.


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