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): May 17, 2008
NEKTAR THERAPEUTICS
(Exact name of Registrant as specified in its charter)
Delaware 0-24006 94-3134940
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Industrial Road
San Carlos, California 94070
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (650) 631-3100
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 (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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.
(c) On May 17, 2008, Nektar Therapeutics (the "Company") entered into a
letter agreement (the "Letter Agreement") with Bharatt M. Chowrira, Ph.D., J.D.
Under the terms of the Letter Agreement, Dr. Chowrira was appointed as the
Company's Chief Operating Officer and Head of the PEGylation Business Unit. Dr.
Chowrira will also be appointed as the Chairman of Nektar Therapeutics India
Pvt. Ltd. On May 21, 2008, the Company issued a press release announcing the
appointment of Dr. Chowrira, a copy of which is included as Exhibit 99.1 to this
filing.
From January 2007 until May 2008, Dr. Chowrira, age 42, served as
Executive Director, Licensing / External Research at Merck & Co., Inc., a global
pharmaceutical company. From January 2005 through 2006, Dr. Chowrira served as
Chief Patent Counsel and Vice President, Legal Affairs of Sirna Therapeutics,
Inc., a clinical-stage biotechnology company pioneering RNAi-based therapies for
serious diseases and conditions that was acquired by Merck & Co. in January
2007. In that position, Dr. Chowrira was responsible for all legal and business
licensing activities and general corporate matters. From January 2002 until
December 2004, Dr. Chowrira was Vice President of Legal Affairs, Licensing and
Patent Counsel at Sirna Therapeutics. Dr. Chowrira joined Sirna Therapeutics
(then operating as Ribozyme Pharmaceuticals Inc.) in 1993 as a scientist. Dr.
Chowrira holds a J.D. from the College of Law at the University of Denver and a
Ph.D. in Microbiology and Molecular Genetics from the University of Vermont. Dr.
Chowrira is a member of the Colorado Bar Association, admitted to practice in
California as a registered in-house counsel, and is a registered patent attorney
before the U.S. Patent and Trademark Office. He is also a member of the American
Intellectual Property Law Association, Licensing Executive Society and the
Association of Corporate Counsel.
Under the terms of the Letter Agreement, Dr. Chowrira will receive an
annual base salary of $475,000 and a one-time sign-on bonus of $50,000 on a
"grossed up" basis. Dr. Chowrira will have an annual performance bonus target of
at least 60% of his annual base salary ("Performance Bonus Target"), which
Performance Bonus Target will be $285,000 in 2008. The actual amount of Dr.
Chowrira's annual performance bonus will range from 0% to 200% of the
Performance Bonus Target based on the Organization and Compensation Committee's
assessment (in consultation with the Chief Executive Officer) of his achievement
of a combination of corporate and personal objectives. Dr. Chowrira will be
granted a stock option to purchase 500,000 shares of Company common stock
("Stock Option") pursuant to the terms and conditions of the Company's 2000
Equity Incentive Plan (the "2000 Plan"). The exercise price of the Stock Option
was set at the closing price of the Company's common stock on the NASDAQ Global
Select Market on May 19, 2008, the first day of Dr. Chowrira's full-time
employment with the Company ("Start Date"). The shares subject to the Stock
Option will vest according to a 4-year vesting schedule with 25% of the shares
subject to the Stock Option vesting on the one-year anniversary of the Start
Date and the remainder vesting monthly on a pro-rata basis over the remaining 3
years. At the discretion of the Organization and Compensation Committee, Dr.
Chowrira will be eligible to receive additional stock awards under the 2000 Plan
or any successor plan. Dr. Chowrira is also eligible to participate in the
Company's standard executive benefits program including the Company's change of
control severance benefit plan, medical, dental and vision insurance, term life
insurance, 401(k) plan, flexible health spending plan, and short & long-term
disability upon the terms specified in those plans.
In the event Dr. Chowrira's employment is terminated by the Company
without cause or by him for good reason (as such terms are defined in the Letter
Agreement), the Company will enter into a severance arrangement with Dr.
Chowrira which will, at a minimum, include the following: (i) a waiver and
release, (ii) a cash severance payment equal to his total annual cash
compensation target (including base salary and the then-effective Performance
Bonus Target), (iii) pro-rata vesting credit for his Stock Option if the date of
termination occurs prior to the first anniversary of the Start Date, (iv) an
exercise period for the vested and unexercised portion of all stock options held
by him lasting 18 months following the termination date, and (v) payment by the
Company of all applicable COBRA payments for him and his family until the first
anniversary of the termination date (or, if earlier, the date on which he
becomes eligible for comparable benefits with another employer).
In the event of Dr. Chowrira's death or disability: (i) 50% of the
unvested shares subject to all stock options held by Dr. Chowrira shall
immediately vest in the event of his disability and 100% of such unvested shares
shall vest immediately in the event of his death, (ii) the Company shall pay Dr.
Chowrira or, if applicable, his estate, his target bonus prorated for the
portion of the last year in which he was employed by the Company prior to his
death or disability, and (iii) Dr. Chowrira and his dependents shall be entitled
to continued medical, dental and vision insurance at his or their own expense
under the Company's insurance and benefit plans.\
(e) Reference is made to Item 5.02(c) with respect to the description
of the terms and conditions of the Letter Agreement, which descriptions are
incorporated by reference into this Item 5.02(e) in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
---------- --------------------------------------------------------------------
10.1 Letter Agreement between Nektar Therapeutics and Bharatt M. Chowrira
dated May 13, 2008
99.1 Press release titled "Bharatt Chowrira Joins Nektar Therapeutics As
Chief Operating Officer And Head Of PEGylation Business Unit."
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Gil M. Labrucherie
---------------------------------
Gil M. Labrucherie
General Counsel and Secretary
Date: May 22, 2008