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 9, 2007
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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):
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.
(e) On August 9, 2007, EPIX Pharmaceuticals, Inc. (the “Company”) entered into an employment
agreement with Andrew Uprichard, MD, the Company’s President.
Pursuant to the employment agreement, the Company will employ Dr. Uprichard as President and Head
of Research and Development for a one-year term, with automatic, annual extensions of additional
one-year terms. Under the employment agreement, Dr. Uprichard will receive an initial annual base
salary of $344,688. Dr. Uprichard is also eligible for an annual bonus as provided by the
Company’s Board of Directors or Compensation Committee, as well as other benefits offered to
similarly situated employees.
In addition, if the Company terminates Dr. Uprichard’s employment without cause, or if Dr.
Uprichard terminates his employment for good reason (as defined in the employment agreement), then,
subject to the execution of a release of claims, Dr. Uprichard will be entitled to receive a
severance payment equal to twelve months of his then-current base salary, continued premium
payments toward group health plan benefits for the remainder of the then-current one-year term, and
a pro rata portion of his bonus as of the end of the last fiscal quarter prior to termination.
The above summary description of the employment agreement is qualified in its entirety by the
full text of the agreement, a copy of which is filed as Exhibit 10.1 to this report and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Employment Agreement between the Company and Andrew Uprichard, MD
dated August 9, 2007. |