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
July
15, 2008
Date
of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26422
|
94-3171943
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
2600
Kelly Road, Suite 100
Warrington,
Pennsylvania 18976
(Address
of principal executive offices)
(215)
488-9300
(Registrant’s
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| 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 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
as of July 15, 2008, Discovery Laboratories, Inc. (the “Company”)
and
each of Robert Segal, M.D., F.A.C.P., Senior Vice President, Medical and
Scientific Affairs and Chief Medical Officer, and Charles F. Katzer, Senior
Vice
President, Manufacturing Operations, entered into an Amendment (collectively,
the “Amendments”)
to
their respective Amended and Restated Employment Agreements dated as of May
4,
2006 (the “Agreements”).
Under
each of the Amendments, the term of the Agreements is extended through December
31, 2009. The Agreements remain subject to automatic one-year extensions unless,
as provided in the Agreements, at least 90 days notice of non-extension is
provided by either the Company or the respective executive.
The
description of the terms and conditions of the Amendments and the Agreements
and
the rights and obligations of the Company and executives in connection therewith
are qualified by reference in their entirety to the definitive terms and
conditions of the Amendments, the form of which is attached hereto as Exhibits
10.1 and 10.2, and the Agreements, filed as exhibits to the Quarterly Reports
on
Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006
and
March 16, 2007.
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits
|
| 10.1. |
Amendment
to the Amended and Restated Employment Agreement dated as of May
4, 2006
between Robert Segal, M.D., F.A.C.P., and Discovery Laboratories,
Inc.
|
| 10.2. |
Amendment
to the Amended and Restated Employment Agreement dated as of May
4, 2006
between Charles F. Katzer and Discovery Laboratories,
Inc.
|
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.
| Discovery Laboratories, Inc. | ||
| |
|
|
| By: | /s/ Robert J. Capetola | |
|
Robert J. Capetola, Ph.D. |
||
| President and Chief Executive Officer | ||
Date:
July 15, 2008
Exhibit
10.1
July
15,
2008
Robert
Segal, M.D., F.A.C.P.
c/o
Discovery Laboratories, Inc.
2600
Kelly Road
Suite
100
Warrington,
PA 18976
Re: Amendment
to Amended and Restated Employment Agreement
Dear
Dr.
Segal:
This
amendment is attached to and made part of the Amended and Restated Employment
Agreement dated as of May 4, 2006 between you and Discovery Laboratories,
Inc.
(as it may have been previously amended, the “Agreement”).
Effective as of the date hereof the parties hereby agree that certain provisions
of the Agreement are revised as set forth below. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms
in the
Agreement.
The
first
sentence of Section 2 of the Agreement is hereby amended to provide (i)
that
the
current Term of the Agreement shall continue through December 31, 2009,
and
(ii) that, commencing on January 1, 2010, and on each January 1 thereafter,
the
Term of the Agreement shall automatically be extended for one additional
year,
except in the event of notice as provided for therein.
Except
as
herein provided, the remaining terms and conditions of the Agreement shall
remain in full force and effect. This addendum confirms an agreement between
you
and the Company with respect to the subject matter hereof and is a material
part
of the consideration stated in the Agreement and mutual promises made in
connection therewith. Please indicate your acceptance of the terms contained
herein by signing both copies of this amendment, retaining one copy for your
records, and forwarding the remaining copy to the Company.
DISCOVERY
LABORATORIES, INC.
|
By:
|
/s/
David L. Lopez
|
|
Name:
|
David
L. Lopez
|
|
Title:
|
Executive
Vice President and General
Counsel
|
Accepted
and Agreed to:
/s/ Robert Segal, M.D., F.A.C.P.
Name: Robert
Segal, M.D., F.A.C.P.
Exhibit
10.2
July
15,
2008
Mr.
Charles F. Katzer
c/o
Discovery Laboratories, Inc.
2600
Kelly Road
Suite
100
Warrington,
PA 18976
Re: Amendment
to Amended and Restated Employment Agreement
Dear
Mr.
Katzer:
This
amendment is attached to and made part of the Amended and Restated Employment
Agreement dated as of May 4, 2006 between you and Discovery Laboratories,
Inc.
(as it may have been previously amended, the “Agreement”).
Effective as of the date hereof the parties hereby agree that certain provisions
of the Agreement are revised as set forth below. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms
in the
Agreement.
The
first
sentence of Section 2 of the Agreement is hereby amended to provide (i)
that
the
current Term of the Agreement shall continue through December 31, 2009,
and
(ii) that, commencing on January 1, 2010, and on each January 1 thereafter,
the
Term of the Agreement shall automatically be extended for one additional
year,
except in the event of notice as provided for therein.
Except
as
herein provided, the remaining terms and conditions of the Agreement shall
remain in full force and effect. This addendum confirms an agreement between
you
and the Company with respect to the subject matter hereof and is a material
part
of the consideration stated in the Agreement and mutual promises made in
connection therewith. Please indicate your acceptance of the terms contained
herein by signing both copies of this amendment, retaining one copy for your
records, and forwarding the remaining copy to the Company.
DISCOVERY
LABORATORIES, INC.
|
By:
|
/s/
David L. Lopez
|
|
Name:
|
David
L. Lopez
|
|
Title:
|
Executive
Vice President and General
Counsel
|
Accepted
and Agreed to:
/s/ Charles F. Katzer
Name: Charles
F. Katzer