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): June 1, 2005
DYAX CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-24537 | | 04-3053198 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Technology Square
Cambridge, MA 02139
(Address of Principal Executive Offices) (Zip Code)
(617) 225-2500
(Registrant’s telephone number, including area code)
Not Applicable
(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 1.01. Entry into a Material Definitive Agreement.
Dyax Corp. (the “Company”) entered into an employment letter agreement with Thomas R. Beck, M.D. (the “Letter Agreement”) appointing him Executive Vice President, Business and Product Development, effective June 1, 2005. Under the Letter Agreement, Dr. Beck’s annual base salary is $300,000. He is also eligible to receive an annual bonus of up to forty percent of his base salary (or pro rata portion thereof with respect to his service in 2005), one half of which will be based on the attainment of specific corporate objectives and the remainder of which will be based on the judgment of the Compensation Committee of the Company’s Board of Directors regarding individual performance against objectives determined by the Chief Executive Officer.
Pursuant to the Letter Agreement, Dr. Beck was granted stock options to purchase 100,000 shares of the Company’s common stock at an exercise price of $4.65 per share, which will vest in equal quarterly installments over four years.
The Letter Agreement also provides that, among other things, if Dr. Beck is terminated without cause, the Company must continue to pay him at his then current salary for six months. Dr. Beck will also receive six months of severance if he resigns within 30 days after failing to reach a mutual understanding with the Company with respect to the progression of his responsibilities at the Company after an evaluation of these responsibilities that is scheduled to occur on or before December 31, 2005.
Dr. Beck has also executed the Company’s standard form of change of control agreement for executive officers under which he is entitled to specified benefits under particular conditions if he is terminated in connection with, or within twelve months after, a change in control of the Company. Under the change of control agreement, Dr. Beck is entitled to receive, as severance, his base salary for a period of six months if he is terminated without cause, or if he resigns due to a the material diminution of his duties, a reduction in his base salary, or the relocation of the site at which he performs his principal duties for the Company that is more than 50 miles from the prior site. Additionally, following a termination under these circumstances, any outstanding unvested options held by Dr. Beck would be fully accelerated.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 | | Employment Letter Agreement between Dyax Corp. and Thomas R. Beck, M.D., effective as of June 1, 2005. |
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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.
| DYAX CORP. |
| | |
| | |
Dated: June 6, 2005 | By: | /s/ Stephen S. Galliker | |
| | Stephen S. Galliker |
| | Executive Vice President, Finance |
| | and Administration, and Chief |
| | Financial Officer |
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EXHIBIT INDEX
Exhibit
No. | | Description |
| | |
10.1 | | Employment Letter Agreement between Dyax Corp. and Thomas R. Beck, M.D., effective as of June 1, 2005. |
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