EVOTEC AG ADS 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event report): September 11, 2013 (September 9, 2013)
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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:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2013, the Company issued a press release announcing that Frank G. DAngelo had been appointed to the Companys Board of Directors (the Board), effective as of September 9, 2013. Mr. DAngelo replaced Thomas M. White, who resigned as a member of the Board effective September 9, 2013. The Board determined that Mr. DAngelo is independent within the rules and regulations of The New York Stock Exchange and Rule 10A-3 of the Securities and Exchange Act of 1934, as amended. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with his appointment, Mr. DAngelo entered into an indemnification agreement with the Company, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors. The Companys standard form of director indemnification agreement was described in, and previously filed as Exhibit 10.62 to, the Companys Registration Statement on Form S-1 (File No. 333-186487), as amended.
Mr. DAngelo was also awarded 3,075 restricted stock units with a grant date value of $75,000 in accordance with the Companys independent director compensation policy. The restricted stock units will vest one year from the date of grant, provided Mr. DAngelo is then providing service to the Company. The standard form of restricted stock unit award agreement was previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on August 14, 2013.
Item 8.01 Other Events.
On September 9, 2013, the Company issued a press release announcing the commencement of an underwritten public offering of 20,000,000 shares of its common stock by an affiliate of Apollo Global Management, LLC (Apollo), Popular, Inc., and certain officers, and current and former employees of the Company (collectively, the Selling Stockholders). The underwriters of the offering will have the option to purchase up to an additional 3,000,000 shares of common stock from Apollo. The Selling Stockholders will receive all of the proceeds from the offering. A copy of the press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
In addition, on September 9, 2013, the Company issued a press release announcing the partial release of certain lock-up agreements entered into in connection with its initial public offering in April 2013. A copy of the press release is being filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.