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): AUGUST 24, 2010
FIBROCELL SCIENCE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-31564
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87-0458888 |
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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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405 EAGLEVIEW BLVD., EXTON, PA
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19341 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (484) 713-6000
(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:
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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)) |
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 5.02 is 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.
On August 24, 2010, Fibrocell Science, Inc. (the Company) entered into an amended and
restated employment agreement with Mr. Declan Daly, which replaced and terminated his prior
employment agreement with the Company, pursuant to which Mr. Daly agreed to serve as Chief
Operating Officer and Chief Financial Officer of the Company for an initial term ending August 24,
2013, which may be renewed for an additional one-year term by mutual agreement. The agreement
provides for an annual salary of $300,000. Mr. Daly is entitled to receive an annual bonus each
year, payable subsequent to the issuance of the Companys final audited financial statements, but
in no case later than 120 days after the end of its most recently completed fiscal year. The final
determination on the amount of the annual bonus will be made by the Board of Directors (or the
Compensation Committee of the Board of Directors, if such committee has been formed), based on
criteria established by the Board of Directors (or the Compensation Committee of the Board of
Directors, if such committee has been formed). The targeted amount of the annual bonus shall be
50% of Mr. Dalys base salary, although the actual bonus may be higher or lower.
Under the agreement, Mr. Daly was granted a ten-year option to purchase 400,000 shares at an
exercise price per share equal to the closing price of the Companys common stock on the date of
execution of the agreement, or $0.55 per share. The options vest as follows: (i) 40,000 shares upon
execution of the agreement; and (ii) 360,000 shares in equal 1/36th installments (or 10,000 shares
per installment) monthly over a three-year period, provided Mr. Daly is the COO or CFO on each
vesting date. The vesting of all options set forth above shall accelerate upon a change in
control as defined in the agreement, provided Mr. Daly is employed by the Company within 60 days
prior to the date of such change in control.
Mr. Daly is entitled to receive a one-time bonus in the amount of $50,000 (the Milestone
Bonus) upon the U.S. Food and Drug Administrations (the FDA) approval of the Companys
Biologics License Application filing, provided that Mr. Daly is the CFO or COO at the time of said
event.
If Mr. Dalys employment is terminated at the Companys election at any time, for reasons
other than death, disability, cause (as defined in the agreement) or a voluntary resignation, or by
Mr. Daly for good reason (as defined in the agreement), Mr. Daly shall be entitled to receive
severance payments equal to twelve months of Mr. Dalys base salary and of the premiums associated
with continuation of Mr. Dalys benefits pursuant to COBRA to the extent that he is eligible for
them following the termination of his employment; provided that if anytime within eighteen months
after a change in control either (i) Mr. Daly is terminated, at the Companys election at any time,
for reasons other than death, disability, cause or voluntary resignation, or (ii) Mr. Daly
terminates the agreement for good reason, Mr. Daly shall be entitled to receive severance payments
equal to: (1) two years of Mr. Dalys base salary, (2) Mr. Dalys most recent annual bonus payment,
and (3) the premiums associated with continuation of Mr. Dalys benefits pursuant to COBRA to the
extent that he is eligible for them following the termination of his employment for a period of one
year after termination. All severance payments shall be made in a lump sum within ten business
days of Mr. Dalys execution and delivery of a general release of the Company, its parents,
subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and
assigns in a form acceptable to the Company. If severance payments are being made, Mr. Daly has
agreed not to compete with the Company until twelve months after the termination of his employment.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Exhibit |
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10.1 |
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Employment Agreement by and between Fibrocell Science, Inc. and Declan Daly dated August 24,
2010 |