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): June 20, 2005
Neurologix, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13347 06-1582875
-------------------------------------------------------------------------------
(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File Number) Identification No.)
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY 07024
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 592-6451
-------------------------------------------------------------
(Registrant's telephone number, including area code)
None
----------------------------------------------------------------
(Former name, former address and former fiscal year,
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):
[ ] 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 1.01 Entry into a Material Definitive Agreement
On June 20, 2005, Neurologix, Inc. (the "Company") executed a
Consulting Agreement (the "Agreement") with David B. Hertzog. The Agreement is
effective as of May 16, 2005. The Agreement provides that Mr. Hertzog will
provide to the Company on a part-time basis independent consulting services
with respect to legal and financial regulatory matters. The term of the
Agreement is one year, although the Agreement may be earlier terminated under
certain circumstances.
The Agreement provides that Mr. Hertzog will receive compensation of
$100,000, payable in equal monthly installments. Mr. Hertzog received stock
options to acquire up to 250,000 shares of the Company's common stock pursuant
to the Company's 2000 Stock Option Plan, which options will expire on May 16,
2010. One half of such options vested on May 16, 2005 and one quarter will
vest on each of November 16, 2005 and the termination date of the Agreement.
The Company will also reimburse Mr. Hertzog for his reasonable expenses and
indemnify him for certain losses incurred in connection with the services
performed under the Agreement. Mr. Hertzog is required to keep confidential
certain information received from the Company.
The foregoing summary of the Agreement is qualified in its entirety
by reference to the full text of the Agreement, which is filed herewith as
Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index below.
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.
NEUROLOGIX, INC.
Date: June 23, 2005 By: /s/ Mark S. Hoffman
--------------------------------
Name: Mark S. Hoffman
Title: Secretary and Treasurer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Consulting Agreement between Neurologix, Inc. and
David B. Hertzog, executed on June 20, 2005.