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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)
February 28, 2007 (February 22, 2007)
GENE LOGIC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23317 06-1411336
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
50 West Watkins Mill Road
Gaithersburg, Maryland 20878
(Address of principal executive offices)
(301) 987-1700
(Registrant's telephone number, including area code)
610 Professional Drive
Gaithersburg, Maryland 20879
(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:
|_| 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))
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 22, 2007, the Compensation Committee approved the following awards
of stock options and restricted stock under the Company's 1997 Equity Incentive
Plan (the "Plan") to the principal financial officer and named executive
officers identified in the Proxy Statement for the 2006 Annual Meeting of
Stockholders. The material terms of these grants are as follows, and are subject
to the terms of the Plan and, as to the option grants, subject to the further
terms and conditions of the form of option agreement previously filed as Exhibit
10.3 to the Company's Registration Statement on Form S-1 filed October 7, 1997:
Philip L. Rohrer, Jr. received an option to purchase 54,700 shares of the
Company's common stock at $1.91 per share, vesting at a rate of 1/10th per month
at the end of each month beginning on February 28, 2007.
Louis A. Tartaglia received an option to purchase 32,535 shares of the Company's
common stock at $1.91 per share, an option to purchase 32,535 shares of the
Company's common stock at $2.25 per share, an option to purchase 32,535 shares
of the Company's common stock at $2.75 per share and an option to purchase
32,535 shares of the Company's common stock at $3.25 per share. Each of such
grants to Dr. Tartaglia vest at a rate of 1/3 per year on the anniversary of the
date of grant, beginning on February 22, 2008. Dr. Tartaglia also received a
grant of 60,471 shares of Restricted Stock that vest only upon receipt by the
Company of a development notice in accordance with the terms of the relevant
agreement from a major pharmaceutical company drug development partner in which
the partner undertakes to develop a compound for a new indication identified by
the Company, all as determined by and in the sole discretion of the Board of
Directors, provided that the grant will lapse if such target is not achieved by
12/31/08.
Dudley Staples received an option to purchase 16,662 shares of the Company's
common stock at $1.91 per share, an option to purchase 16,662 shares of the
Company's common stock at $2.25 per share, an option to purchase 16,662 shares
of the Company's common stock at $2.75 per share and an option to purchase
16,662 shares of the Company's common stock at $3.25 per share. Each of such
grants to Mr. Staples vest at a rate of 1/3 per year on the anniversary of the
date of grant, beginning on February 22, 2008. Mr. Staples also received (a) a
grant of 15,484 shares of Restricted Stock that vest only upon receipt by the
Company of a development notice in accordance with the terms of the relevant
agreement from a major pharmaceutical company drug development partner in which
the partner undertakes to develop a compound for a new indication identified by
the Company, all as determined by and in the sole discretion of the Board of
Directors, provided that such grant will lapse if such target is not achieved by
12/31/08 and (b) a grant of 15,484 shares of Restricted Stock that vest only
upon the consummation of a strategic transaction to enable the further
development of the Genomics business, as determined by and in the sole
discretion of the Board of Directors, provided that such grant will lapse if
such target is not achieved by 12/31/08.
Stock Options have a term of 10 years from the date of grant, subject to earlier
expiration in accordance with the terms of the Plan, and are incentive stock
options subject to the limits under applicable law and nonstatutory options to
the extent the grant exceeds such limits. Options would cease to vest upon
termination of the grantee's Continuous Service to the Company. "Continuous
Service" means the employment or relationship as a Director or Consultant is not
interrupted or terminated. Under the terms of the Company's Executive Severance
Plan (previously filed as Exhibit 10.55 to the Company's Report on Form 10-Q for
the quarter ended March 31, 2001), in the event of a change of control, the
vesting of the stock options would accelerate.
On February 22, 2007, the Compensation Committee of the Company's Board of
Directors also approved the following changes to the compensatory arrangements
with the Company's Chief Financial Officer:
The Employment Agreement between the Company and its Chief Financial Officer
(previously filed as Exhibit 10.58 to the Company's Report on Form 10-K for the
fiscal year ended December 31, 1999, as amended by an amendment to his
Employment Agreement in the form filed as Exhibit 99.1 to the Company's Report
on Form 8K filed on October 24, 2006) will be further amended and restated. As a
result of the amendment, the agreement will be for a term ending December 31,
2007, subject to renewal by agreement of the parties, will provide in 2007 for
an annual salary of $275,000 and guaranteed incentive compensation equal to 50%
of salary, payable within 2 1/2 months after year end. If employment of the
executive is terminated by the Company prior to the end of 2007, he will
receive, in addition to any other severance payment to which he is otherwise
entitled including in connection with a change of control, a lump sum payment
equal to the balance of his 2007 salary and incentive compensation not then
previously paid.
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.
GENE LOGIC INC.
Date: February 28, 2007 By: /s/ Philip L. Rohrer Jr.
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Philip L. Rohrer Jr.
Chief Financial Officer