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): December 5, 2005
IDERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31918
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04-3072298 |
(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 345 Vassar Street, |
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| Cambridge, Massachusetts
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02139 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(617) 679-5500
Registrant’s telephone number, including area code:
n/a
(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)) |
TABLE OF CONTENTS
Item 1.01: Entry into a Material Definitive Agreement
On December 5, 2005, Idera Pharmaceuticals, Inc. (the “Company”) entered into an employment
agreement with Robert W. Karr, M.D. Under the agreement, Dr. Karr will serve as President of the
Company for a two-year term ending on December 5, 2007, which term will automatically be extended
for an additional year on such date and on an annual basis thereafter unless either party provides
prior notice otherwise. Under the agreement, Dr. Karr is entitled to receive an annual base salary
of $375,000 and an annual bonus determined by the Compensation Committee of the Company’s Board of
Directors, which bonus for the fiscal year ending December 31, 2006 will equal between 10% and 50%
of his annual base salary.
Under the agreement, the Company granted Dr. Karr options, under the Company’s 2005 Stock
Incentive Plan, to purchase 1,000,000 shares of common stock at an exercise price of $0.60 per
share. These options vest quarterly over a four-year period with the first installment vesting on
March 5, 2006.
If Dr. Karr’s employment is terminated by the Company without cause or by him for good reason,
the Company will pay Dr. Karr his base salary as severance for a period ending on the first
anniversary of his termination date (the “Severance Payment”). The Company has also agreed to
continue to provide Dr. Karr with certain benefits for a period ending on the earlier of the final
day of the term of the agreement in effect immediately prior to such termination and the first
anniversary of his termination date, except to the extent another employer provides Dr. Karr with
comparable benefits. Additionally, any stock options or other equity incentive awards previously
granted to Dr. Karr will vest as of the termination date to the extent such options or equity
incentive awards would have vested had he continued to be an employee of the Company until the
first anniversary of his termination date.
If Dr. Karr’s employment is terminated by him for good reason or by the Company without cause
in connection with, or within one year after, a change in control of the Company, the Company will
pay Dr. Karr in lieu of the Severance Payment a lump sum cash payment equal to his base salary.
The vesting of all stock options held by Dr. Karr will be accelerated in full upon the occurrence
of a change in control of the Company.
Dr. Karr has agreed that during his employment with the Company and for a one-year period
thereafter, he will not hire or attempt to hire any employee of the Company or compete with the
Company.
Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(c) On December 5, 2005, Robert W. Karr, M.D. was appointed President of the Company. Dr. Karr,
age 57, has been a member of the Company’s Board of Directors since June 2005. Prior to joining
the Company, Dr. Karr served as Vice President, Strategic Management at Pfizer Global Research and
Development, a pharmaceutical company, from 2000 to 2003, and Senior Vice President, Strategic
Management, Communications and Public Advocacy from 2003 to 2004. Prior to that, Dr. Karr served
as Vice President, R&D Strategy at Warner-Lambert Co., a pharmaceutical company, and Parke-Davis
Pharmaceutical Research, the research and development division of Warner-Lambert Co., from 1999 to 2000. He held various management
positions in Discovery Research at G.D. Searle & Company, a pharmaceutical company, from 1991 to
1999.
Dr. Karr received his M.D. from the University of Texas Medical Branch at Galveston in 1975
and his residency and fellowship training at Washington University School of Medicine in St. Louis.
He was a member of the faculty of the University of Iowa College of Medicine from 1982 to 1991,
and later served as Associate Clinical Professor of Medicine at the Washington University School of
Medicine