SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 18, 2008
Velcera, Inc.
(Exact Name of registrant as specified in its charter)
Delaware | 000-51622 | 20-3327015 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
777 Township Line Road, Suite 170
Yardley, Pennsylvania 19067
(Address of Principal Executive Offices) (Zip Code)
(267) 757-3600
(Registrant’s telephone number, including area code)
(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))
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Departure of a Director:
Effective as of March 18, 2008, Velcera, Inc. (the “Company”) accepted the resignation of Kevin Vasquez from his positions as director on the board of directors of the Company (the “Board”) and member of the audit committee. Effective as of March 18, 2008, the Company appointed Dr. Jason Stein to serve on the audit committee, replacing the open position from Mr. Vasquez’s departure.
In connection with Mr. Vasquez’s departure, the Company immediately accelerated the vesting of stock options held by Mr. Vasquez to purchase 60,000 shares of the Company’s common stock at the exercise price set forth in his Stock Option Agreements.
Change in Officer Compensation:
On March 18, 2008, the following officers of the Company voluntarily agreed to reduce their compensation by 10% beginning April 1, 2008:
Name | Previous Compensation | Adjusted Compensation | |
Dennis F. Steadman | $275,000 | $247,500 | |
Matthew C. Hill | $205,000 | $184,500 | |
Antonio M. Benitz | $240,000 | $216,000 | |
David M. Petrick | $155,000 | $139,500 |
Indemnification Agreements:
The Board approved and the Company entered into indemnification agreements for each of the following officers and directors:
Dr. John M. Preston | Chairman |
Dennis F. Steadman | Director, President and Chief Executive Officer |
Manya S. Deehr | Director |
Joshua A. Kazam | Director |
Dr. Jason Stein | Director |
Kevin R. Vasquez | Director |
Harold L. Zuber, Jr | Director |
Matthew C. Hill | Chief Financial Officer |
Dr. Antonio M. Benitz | Vice President of Research and Development |
Dr. David M. Petrick | Vice President of Regulatory Affairs |
A copy of a form of the indemnification agreement is attached hereto and incorporated by reference herein as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Indemnification Agreement
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.
VELCERA, INC. | ||
| | |
Date: March 19, 2008 | By: | /s/ Mathew C. Hill |
Mathew C. Hill | ||
Title: Chief Financial Officer |