UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): October 6, 2008
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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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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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
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))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a),
(b),
(c), (e) and (f): Not applicable.
(d): Effective
October 6, 2008, the Board of Directors of Synvista Therapeutics, Inc. (the
“Company”) has appointed William Federici as an independent director of the
Company. Mr. Federici has been appointed to Class A of the Board of Directors,
and as such his term will expire at the annual meeting of stockholders of the
Company to be held in 2010. Mr. Federici has been named to serve as Chairman
of
the Audit Committee of the Board of Directors, to hold office until his
successor is duly elected and qualified.
Mr.
Federici was not appointed to the Company’s Board of Directors pursuant to any
arrangement or understanding between him and any other person. Mr. Federici
has
not been a party to, nor has he had a direct or indirect material interest
in,
any transaction with the Company during its current or preceding fiscal year,
nor is there any currently proposed transaction with Mr. Federici. In connection
with his services as a director, Mr. Federici will participate in the Company’s
Board of Directors Compensation Plan. Accordingly, Mr. Federici has received
a
non-qualified stock option grant to purchase 30,000 shares of common stock
under
the Company’s 2005 Stock Plan, with an exercise price equal to $1.65 per share,
the fair market value of the Company’s common stock on the grant date. The stock
option has a term of ten years and will fully vest one year from the date of
grant. In addition, he will receive an annual retainer of $25,000 and he will
receive an additional annual retainer of $10,000 for serving as the Chairman
of
the Audit Committee. Mr. Federici also will receive $1,500 for each board
meeting attended in person and $750 for each board meeting attended via
telephone.
ITEM
8.01 OTHER EVENTS.
On
October 10, 2008, the Company issued a press release announcing the appointment
of Mr. Federici to its Board of Directors. The full text of the press release
is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
99.1
Press
Release dated October 10, 2008.
SIGNATURES
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.
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SYNVISTA
THERAPEUTICS, INC.
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| Dated: October 10, 2008 |
/s/ Noah Berkowitz, M.D.,
Ph.D. |
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
INDEX
| Exhibit Number |
Description |
| 99.1 |
Press Release dated October 10,
2008. |