HORIZON PHARMACEUTICAL LLC 8-K 2005
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) June 24, 2005
(Exact name of Registrant as Specified in its Charter)
Registrants telephone number, including area code (212) 645-7704
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
1. On June 24, 2005, Axonyx Inc. (the Company) entered into an agreement with Marvin S. Hausman, M.D., the Companys current Chairman of the Board, under which Dr. Hausman will provide consulting services to the Company for up to one year following the date he ceases to be Chairman (which date shall be no later than September 14, 2005). The consulting services to be provided will concern matters of potential acquisitions, investor relations, capital formation and corporate finance. During the term of the consultancy, the Company shall pay Dr. Hausman a fee of $20,000 per month. The form of the agreement is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
2. On June 27, 2005, the Companys Board of Directors and its Compensation Committee finalized new compensation arrangements for its independent directors. The new compensation policy, which is immediately effective and applies to directors who are not also executive officers of the Company, is as follows:
Governance Committee (payable in the manner set forth in paragraphs 1-4 above, in the form of cash or stock options) in recognition of the increased time commitment and responsibilities required of them;
Item 8.01 Other Events.
On June 30, 2005, the Company announced (i) that Marvin S. Hausman, M.D., has elected to step down as Chairman of the Board of Directors on September 14, 2005, but will remain a director of the Company, and (ii) that the Companys Board of Directors has unanimously elected Steven B. Ratoff, a current director, to succeed Dr. Hausman as non-executive chairman. A copy of the Companys press release is attached as Exhibit 99.2 hereto.
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 on this 30th day of June, 2005.