HELICOS BIOSCIENCES CORP 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 27, 2009
HELICOS BIOSCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
(Registrants telephone number, including area code)
(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:
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2009, the Compensation Committee of the Board of Directors of Helicos BioSciences Corporation (Helicos or the Company) granted Ronald A. Lowy, Chief Executive Officer of the Company, an option under the Companys 2007 Stock Incentive Plan to purchase 159,521 shares of common stock, par value $0.001 per share, of the Company and a restricted stock award under the Companys 2007 Stock Incentive Plan of 79,760 shares of common stock, par value $0.001 per share, of the Company. 26,586 of the shares subject to the option are vested immediately on the date of grant, and the remaining shares shall vest monthly, in ten equal installments starting on February 1, 2009. 19,940 of the shares subject to the restricted stock award are vested immediately on the date of grant and the remaining shares will vest in three equal installments on April 1, 2009, July 1, 2009 and October 1, 2009.
On January 28, 2009, the Compensation Committee of the Board of Directors of the Company also authorized Helicos to enter into a Change in Control Agreement with Mr. Lowy (the Lowy Change in Control Agreement), substantially in the form attached hereto as Exhibit 10.1.
Under the Lowy Change in Control Agreement, the Company has an obligation to make payments to Mr. Lowy upon the earlier of (1) the occurrence of a termination event following a change in control or (2) 90 days following a change in control (such earlier date, the Payment Date). A termination event under the Lowy Change in Control Agreement includes, among other things, termination of the executives employment by the Company without cause or a termination by the executive as a result of a reduction in his annual compensation or benefits. Upon the Payment Date, the Company is obligated to provide Mr. Lowy a payment of $120,000 which represents six-months of Mr. Lowys current annual base salary of $240,000. The Lowy Change in Control Agreement further provides that Mr. Lowy may continue to participate in group health and dental programs offered to the Companys employees for 6 months following the Payment Date, subject to certain limitations described in the Lowy Change in Control Agreement. The Lowy Change in Control Agreement also provides for full acceleration of any outstanding stock options or stock-based awards upon the Payment Date. All payments under the Lowy Change in Control Agreement are subject to reduction as may be necessary to avoid certain tax consequences.
The above summary of the Lowy Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Lowy Change in Control Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Items 7.01 and 8.01 Regulation FD Disclosure and Other Events
On January 27, 2009, Helicos BioSciences Corporation (Helicos or the Company) and Expression Analysis, Inc. (EA) agreed to return HelicosTM Genetic Analysis System that was installed at EA in March 2008. This system was an early version of Helicos commercial system and did not consistently achieve current commercial specification levels at EA. Later versions of the Helicos systems have been consistently achieving this specification. Following EAs return of this system to Helicos, Helicos personnel will bring the system up to the latest commercial configuration and performance levels. In the interim, Helicos and EA have temporarily suspended their commercial relationship.
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.