UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): November 25, 2005
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CORTECH, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20726 84-0894091
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(Commission File Number) (IRS Employer Identification No.)
376 Main Street, P.O. Box 74, Bedminster, NJ 07921
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(Address of Principal Executive Offices) (Zip Code)
(908) 234-0078
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(Registrant's telephone number, including area code)
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 1.01. Entry into a Material Definitive Agreement
On November 25, 2005 (the "Effective Date"), Cortech, Inc. (the "Company")
entered into an employment agreement (the "Agreement") with Dr. Qun Yi Zheng, to
be President of the Company for an initial three-year term at an annual salary
of $200,000, which may be increased but not decreased at the discretion of the
Board of Directors. The Board may also grant bonuses to Dr. Zheng in its
discretion. The Company will also attempt to obtain and pay premiums for a
three-year term insurance policy for $4 million on Dr. Zheng's life. The Company
will be the beneficiary of $3 million of this policy and Dr. Zheng's spouse will
be the beneficiary of $1 million of this policy.
Unless the Company gives thirty days written notice prior to November 1, 2007,
the term of the Agreement will be automatically extended one day for each day
elapsed after November 1, 2007. Dr. Zheng may terminate his employment under the
Agreement under certain conditions specified in the Agreement, and the Company
may terminate his employment under the Agreement for cause. Should Dr. Zheng
become "disabled" (as such term is defined in the Agreement) during the term of
the Agreement, he will receive the greater of any disability insurance benefits
the Company provided him or 80 percent of his salary for the remainder of the
term of the Agreement.
Dr. Zheng may terminate the Agreement within 36 months after a change of control
(as defined in the Agreement) of the Company and receive all compensation
described in the Agreement for the remainder of the term of the Agreement.
The above is a summary and is qualified in its entirety by the Agreement itself,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On November 25, 2005, Dr. Qun Yi Zheng was appointed President of the
Company. Since August 2000, Dr. Zheng has been a director of the Company. Prior
to joining the Company, Dr. Zheng was with Pure World Inc., as President from
December 2003, to September 2005, Chief Operating Officer from September 2003,
to September 2005, and Executive Vice President from 1996 through 2003. On
November 25, 2005, Dr. Zheng was also appointed President of Kent Financial
Services, Inc. From November 2000 until November 2003, Dr. Zheng was a director
of Kent Financial Services, Inc. Dr. Zheng was Technical Manager at Hauser
Nutraceuticals, from 1995 to 1996, and, from 1993 to 1994, he was Senior Chemist
at Hauser Chemical Research, Inc.
Item 9.01 Financial Statements And Exhibits
(d) Exhibits
10.1 Employment Agreement dated November 25, 2005 between
Cortech, Inc. and Dr. Qun Yi Zheng.
99.1 Press Release dated November 25, 2005.
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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.
Dated: December 1, 2005 Cortech, Inc.
(Registrant)
By: /s/ Paul O. Koether
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Paul O. Koether
Chairman, Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Description
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10.1 Employment Agreement dated November 25, 2005 between Cortech, Inc.
and Dr. Qun Yi Zheng.
99.1 Press Release dated November 25, 2005.
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