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): July 18, 2008
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-16686
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58-1486040
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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180
Mt. Airy Road, Suite 102
Basking
Ridge, NJ 07920
(Address
of principal executive offices)
(908)
766-4400
(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:
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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
July
18, 2008, VioQuest Pharmaceuticals, Inc., (the “Company”) entered into an
employment agreement (the “Employment Agreement”) with Christopher P.
Schnittker. Pursuant to the terms of the Employment Agreement, Mr. Schnittker
shall serve as the Company’s Vice President and Chief Financial Officer for a
two-year term commencing on July 21, 2008. Mr. Schnittker shall receive an
annual base salary of $185,000 and he is eligible for one-time milestone-based
cash bonus payment of $50,000 in the event that the Company receives gross
proceeds equal to or in excess of $10 million as a result of the sale of our
securities in one or a series of related transactions and a bonus of up to
30%
of his annual base salary in the discretion of Michael Becker, our Chief
Executive Officer.
The
Company also issued to Mr. Schnittker a ten-year option under our 2003 Stock
Option Plan, to purchase 180,000 shares of our common stock at an exercise
price
equal to fair market value on the date of the grant. The options vest in four
equal annual installments commencing on July 21, 2009. Additionally, pursuant
to
the Employment Agreement, we issued 180,000 additional stock options (the
“Merger Option”) on July 21, 2008, at an exercise price equal to fair market
value on the date of the grant. The merger options vest in four equal annual
installments commencing on July 21, 2009, however in addition to such vesting,
the Merger Option is only exercisable to the extent our shares which are held
in
escrow in connection with our acquisition of Greenwich Therapeutics, Inc.,
in
October 2005, are released. Additionally, the Company and Mr. Schnittker intend
to prepare formal stock option agreements memorializing the terms of the
options, and further establishing other standard terms relating to the
options.
Notwithstanding
the 2-year term of the Employment Agreement, either party has the right to
terminate the agreement and Mr. Schnittker’s employment sooner. In the event we
terminate his employment upon a “change of control” or for a reason other than
for “cause” or Mr. Schnittker’s death or disability, or if Mr. Schnittker
terminates his employment for “good reason,” then we will continue pay to Mr.
Schnittker his base salary and will provide health insurance coverage for a
period of 12 months. In addition, the unvested portions of the Stock Options
that are scheduled to vest on the next anniversary date of Mr. Schnittker’s
employment shall accelerate and be deemed vested as of the termination date
and
shall remain exercisable for a period of 90 days. However, to the extent any
portion of the Merger Option has not become exercisable because all or a portion
of the Greenwich escrowed shares have not been released from escrow, then the
Merger Option, or any such portion, will be forfeited. Notwithstanding the
foregoing, if Mr. Schnittker’s employment is terminated by us in connection with
specified change of control transactions, then all Mr. Schnittker’s stock
options shall accelerate and be deemed vested as of such termination date.
If we
terminate Mr. Schnittker’s employment for “cause” or if Mr. Schnittker
terminates his employment for a reason other that “good reason,” then we are
only obligated to pay to Mr. Schnittker his accrued and unpaid base salary
through the date of termination. If Mr. Schnittker’s employment is terminated as
a result of his death or disability, then we will also pay to Mr. Schnittker
or
his estate his annualized base salary for a period of 6 months and will provide
health insurance for a period of 12 months from such termination.
The
Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
July
21, 2008, Brian Lenz resigned his position as the Company’s Chief Financial
Officer. Mr. Lenz will remain with the Company as an employee until August
14,
2008 at which time he plans to terminate his employment. During his employment
as the Company’s Chief Financial Officer, Mr. Lenz received stock options to
purchase an aggregate of 200,000 shares of the Company’s common stock. Pursuant
to the terms of his stock option grants, on August 14, 2008 Mr. Lenz will have
vested stock options to purchase 53,334 shares of our common stock. On July
18,
2008, the Company agreed to vest on August 14, 2008 an additional 93,333 shares
subject to Mr. Lenz’s stock options, so that on that date Mr. Lenz shall have a
vested and exercisable right to purchase an aggregate of 146,667 shares subject
to his stock option. The Company also extended the exercise period with respect
to Mr. Lenz’s options until August 14, 2009. The Company shall continue paying
Mr. Lenz his reduced salary until August 14, 2008, but upon his resignation
the
Company will have no other obligation to pay Mr. Lenz any
compensation.
On
July
18, 2008, Christopher P. Schnittker entered into an employment agreement with
the Company to serve as our Vice President and Chief Financial Officer. The
terms and conditions of the employment agreement are disclosed above in Item
1.01 and the disclosure in Item 1.01 above is incorporated herein by reference.
Prior to VioQuest, Mr. Schnittker served as the Senior Vice President and Chief
Financial Officer for Micromet, Inc., from October 2006 to December 2007. Mr.
Schnittker also served as Senior Vice President and Chief Financial Officer
for
Cytogen Corporation, a publicly-traded biopharmaceutical company, from September
2003 to June 2006. From June 2000 to August 2003, Mr. Schnittker was Senior
Vice
President, Chief Financial Officer, and Corporate Secretary of Genaera
Corporation (formerly Magainin Pharmaceuticals, Inc.). Mr. Schnittker received
his B.A. degree in Economic and Business, with a concentration in Accounting,
from Lafayette College. Mr. Schnittker is a certified public accountant licensed
in the State of New Jersey.
On
July
18, 2008, the Board approved an amendment to the Company’s 2003 Stock Option
Plan (the “Plan”) increasing the number of shares of common stock available for
issuance under the Plan by 400,000 shares. A copy of the Plan, as amended,
is
filed as Exhibit 10.2 to this report and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Employment
Amendment dated July 18, 2008 between VioQuest Pharmaceuticals, Inc.,
and
Christopher P. Schnittker.
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10.2
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2003
Stock Option Plan, as amended.
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SIGNATURE
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.
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VioQuest
Pharmaceuticals, Inc. |
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| Date:
July 24, 2008 |
By: |
/s/ Christopher
P. Schnittker |
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Christopher
P. Schnittker |
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Vice
President &
Chief Financial
Officer
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