UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 23, 2004
Savient Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-15313 13-3033811
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
One Tower Center, 14th Floor
East Brunswick, New Jersey 08816
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 418-9300
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(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 (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
(a) On August 23, 2004, Savient Pharmaceuticals, Inc. (the "Company") entered
into an employment agreement (the "Agreement") with Lawrence A. Gyenes defining
the terms of his employment with the Company as Senior Vice President, Chief
Financial Officer and Treasurer. The information set forth in Item 5.02 of this
Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(c) The Company announced on August 23, 2004 that Lawrence A. Gyenes, age 53,
was appointed Senior Vice President, Chief Financial Officer and Treasurer of
the Company.
From 2001 until he joined the Company, Mr. Gyenes was Chief Financial
Officer of Reliant Pharmaceuticals, Inc., a privately-held pharmaceuticals
company. During 2001, he was a consultant and independent advisor to the CEO of
Dupont Pharmaceuticals Company. From 1998 to 2000, Mr. Gyenes was Chief
Financial Officer of Rand McNally & Company, a privately-held map and navigation
company. Mr. Gyenes holds an M.B.A. from the University of Chicago and a B.S. in
accounting from the University of Illinois.
In connection with his position as Senior Vice President, Chief
Financial Officer and Treasurer of the Company, the Company entered into the
Agreement with Mr. Gyenes on August 23, 2004. The Agreement is for an initial
three year term and is automatically renewed for additional one year terms
unless either the Company or Mr. Gyenes gives notice of non-renewal at least 90
days prior to the expiration date of the Agreement. Pursuant to the Agreement,
Mr. Gyenes is currently entitled to an annual salary of $320,000. Additionally,
Mr. Gyenes is eligible to participate in the Company's bonus, long-term
incentive and other benefit programs.
If Mr. Gyenes' employment is terminated by the Company at any time for
any reason other than cause, death or disability, or if the Company fails to
renew the Agreement, then he will be entitled to receive:
o continuation of his base salary for the number of months following
termination equal to the full number of months since the commencement
of his employment (but not less than six months or more than 18
months);
o a lump sum payment equal to his target annual bonus multiplied by the
quotient of the full number of months since the commencement of his
employment (but not less than six months or more than 18 months)
divided by twelve, less $40,000;
o a lump sump payment on the one year anniversary of termination equal to
$40,000, provided that he does not breach non-competition and
non-solicitation obligations pursuant to the Agreement; and
o continuation of medical, life and disability insurance and similar
welfare benefits, for the number of months following termination equal
to the full number of months since the commencement of his employment
(but not less than six months or more than 18 months).
If Mr. Gyenes terminates his employment for good reason after August
23, 2005, then he will be entitled to receive:
o a lump sum payment equal to 150% of his base annual salary, less
$40,000;
o a lump sum payment equal to 150% of his target annual bonus;
o a lump sump payment on the one year anniversary of termination equal to
$40,000, provided that he does not breach non-competition and
non-solicitation obligations pursuant to the Agreement; and
o continuation of medical, life and disability insurance and similar
welfare benefits, for 18 months following termination.
If, within 24 months following a change in control of the Company, or
following the date of the announcement of a transaction which leads to a change
in control of the Company, and the Company terminates Mr. Gyenes' employment for
any reason other than cause, death or disability or fails to renew the Agreement
(if it would otherwise have expired during the period), or Mr. Gyenes terminates
his employment for good reason, or the Company or a successor materially
breaches any material provision of the Agreement, then Mr. Gyenes will be
entitled to receive:
o a lump sum payment equal to twice his annual base salary;
o a lump sum payment equal to twice his target annual bonus; and
o continuation of medical, life and disability insurance and similar
welfare benefits, for two years following termination.
The terms "cause", "good reason" and "change in control" are defined in
the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Pursuant to the Agreement, Mr. Gyenes agreed that during the term of
the Agreement and for six months thereafter he will not compete with the
Company. In addition, Mr. Gyenes agreed that during the term of the Agreement
and for twelve months thereafter he will not solicit the Company's employees.
These covenants terminate if at any time following a change in control of the
Company, the Company terminates Mr. Gyenes' employment without cause or if he
terminates his employment for good reason.
This summary of the Agreement is qualified in its entirety by the terms
an conditions of the Agreement, which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index attached hereto.
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.
SAVIENT PHARMACEUTICALS, INC.
Date: August 27, 2004 By: /s/ Philip K. Yachmetz
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Philip K. Yachmetz
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement dated August 23, 2004,
between the Company and Lawrence A. Gyenes