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
December
12, 2008
Date of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-26422
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94-3171943
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
Number)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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.
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Compensatory
Arrangements of Certain
Officers.
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Effective
December 12, 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,
as amended (the “Agreements”). Under
each of the Amendments, the term of the Agreements is extended through May 4,
2010. 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, the Agreements, filed as exhibits to the Quarterly Reports on
Form 10-Q filed with the Securities and Exchasnge Commission (“SEC”) on May 10, 2006
and March 16, 2007, as amended by amendments dated July 15, 2008, filed as
Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed with
the SEC on July 18, 2008.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d) Exhibits
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10.1. Amendment
dated December 12, 2008 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.
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|
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10.2. Amendment
dated December 12, 2008 to the Amended and Restated Employment Agreement
dated as of May 4, 2006 between Charles F. Katzer and Discovery
Laboratories, Inc.
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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. | |||
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|
By:
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/s/ Robert J. Capetola | |
| Robert J. Capetola, Ph.D. | |||
| President and Chief Executive Officer | |||
Date: December 18, 2008
Exhibit
10.1
December
12, 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 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 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
as set forth in the Agreement.
Section 2
of the Agreement is hereby amended to provide (i) that the Term of the Agreement
shall continue through May 3, 2010, and (ii) that, commencing on May 4, 2010,
and on each May 4th
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
amended herein, 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: |
|
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|||
| Name: |
Robert
J. Capetola, Ph.D.
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|||
| Title: |
President
and CEO
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Accepted
and Agreed to:
| /s/ Robert Segal, M.D., F.A.C.P. |
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||||
| Name: |
Robert
Segal, M.D., F.A.C.P.
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|||
Exhibit
10.2
December
12, 2008
Charles
Katzer
c/o
Discovery Laboratories, Inc.
2600
Kelly Road
Suite
100
Warrington,
PA 18976
Re: Amendment
to 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 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
as set forth in the Agreement.
Section 2
of the Agreement is hereby amended to provide (i) that the Term of the Agreement
shall continue through May 3, 2010, and (ii) that, commencing on May 4, 2010,
and on each May 4th
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
amended herein, 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: |
|
|
|||
| Name: |
Robert
J. Capetola, Ph.D.
|
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|||
| Title: |
President
and CEO
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Accepted
and Agreed to:
| /s/ Charles F. Katzer |
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||||
| Name: |
Charles
F. Katzer
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