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): March
23, 2007
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-30929
(Commission
File Number)
|
13-4087132
(IRS
Employer Identification No.)
|
750
Lexington Avenue
New
York, New York 10022
(Address
of Principal Executive Offices)
(212)
531-5965
(Registrant's
telephone number, including area code)
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:
| £ |
Written
communications pursuant to Rule 425 under the Securities
Act.
|
| £ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
| £ |
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
|
| £ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
|
Item
1.01. Entry
into a Material Agreement.
Keryx
Biopharmaceuticals, Inc. (“Keryx”) entered into an employment arrangement with
Mark Stier on March 23, 2007 to serve as chief accounting officer of Keryx.
The
material terms of the employment arrangement are described in Item 5.02(c)
and
are 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.
|
|
|
(c) |
On
March 27, 2007, Keryx announced the appointment of Mark Stier, age
46, to
serve as Keryx’s Vice President and Chief Accounting Officer.
|
Prior
to
joining Keryx, Mr. Stier was Vice President and Chief Information Officer for
Reliant Pharmaceuticals, Inc. from 2004 to 2006. From 1999 to 2003, he served
as President of U.S. Generic Pharmaceuticals, after serving as Vice
President of Finance and Chief Financial Officer of its pharmaceuticals
division. From 1990 to 1998, he held positions with Cambrex, a
pharmaceutical and specialty chemical company, where for five years he served
as
divisional Chief Financial Officer and Controller. He has also held
corporate finance positions with several other companies including Fisher
Scientific and Squibb. Mr. Stier received a B.S. in Accounting and an M.B.A.
from Fairleigh Dickinson University and is a Certified Management Accountant
and
Certified Public Accountant.
Keryx
entered into an employment arrangement with Mr. Stier on March 23, 2007. Under
the employment arrangement, Mr. Stier’s initial base salary will be equal to
$275,000, with annual salary increases to be determined in accordance with
Keryx’s corporate policies. Mr. Stier is also eligible to receive an annual
bonus equal to up to 50% of his base salary if certain performance objectives
set by Keryx’s Chief Executive Officer and Chief Financial Officer are met.
For
2007, Mr. Stier will be eligible for the full potential
bonus.
Mr.
Stier
was granted options, pursuant to an inducement plan, to purchase 100,000 shares
of Keryx common stock (the “Options”). The Options will vest as follows: 25,000
on the one-year anniversary of Mr. Stier’s employment; 6,250 Options every three
months after Mr. Stier’s one-year anniversary until the 48th
month of
employment. Mr. Stier is eligible to receive up to 25,000 additional options
on
an annual basis.
Mr.
Stier’s employment will continue until terminated by either party. Either party
may terminate Mr. Stier’s employment at any time upon 90 days’ notice, provided
however, that if such termination occurs without cause or for good reason during
the first 12 months of employment, Mr. Stier will receive his full salary and
benefits (excluding bonus) until the first anniversary of his employment.
If
Mr.
Stier’s employment is terminated in anticipation of a change in control, all of
Mr. Stier’s outstanding unvested Options will become immediately vested, and all
outstanding Options will remain exercisable until the earlier of (i) two years
following such termination, and (ii) for the full term of such Options. If
the
change in control places a value in excess of $1.5 billion on Keryx, Mr. Stier
will also be entitled to a payment equal to one year of his base salary.
There
are
no arrangements between Mr. Stier and any other person pursuant to which he
was
selected as an officer, nor are there any transactions to which Keryx was or
is
a participant and in which Mr. Stier has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. Mr. Stier is not related in
any
way to any officer, employee or director of Keryx.
The
text
of a press release announcing the appointment of Mr. Stier is attached as
Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
The
following exhibit is filed as a part of this report:
| |
Exhibit
Number
|
Description |
|
|
99.1 |
Press
Release dated March 27, 2007.
|
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.
| |
|
|
| |
Keryx
Biopharmaceuticals, Inc. |
| |
(Registrant) |
|
|
|
| Date: March
27, 2007 |
By: |
/s/
Ronald C. Renaud, Jr. |
| |
Ronald
C. Renaud, Jr. |
| |
Senior
Vice President and Chief Financial
Officer |
INDEX
TO EXHIBITS
| |
Exhibit
Number
|
Description |
|
|
99.1 |
Press
Release dated March 27, 2007.
|