UNITED STATES
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): October 2, 2008
(September 29, 2008)
ORE PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23317 06-1411336
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
610 Professional Drive, Suite 101, Gaithersburg, Maryland 20879
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (240) 361-4400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On September 29, 2008, the Board of Directors ("Board") of Ore Pharmaceuticals
Inc. (the "Company"), approved an amendment and restatement of the Company's
Executive Severance Plan (the "Plan"), originally adopted in 2001, to bring the
Plan into compliance with Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and other guidance promulgated thereunder ("Section
409A"). The Board also approved a form of amendment to the Company's employment
agreements with Messrs. Dimmler, Rohrer and Staples and certain other officers
to comply with Section 409A. In addition to certain changes made for reasons of
clarification or ease of administration, as a result of these amendments,
o Payments payable under the Plan and the agreements may be made as
originally planned at time of termination up to the statutory exception
limit, provided that the covered employee either began his employment
on or after September 29, 2008, or agrees to certain limitations on the
circumstances under which severance and termination payments may be
made under the Plan and the agreements;
o For executives employed prior to September 29, 2008 who do not agree to
the amendments described in the previous bullet, the payment of certain
compensation deemed to be non-qualified pursuant to Section 409A will
be deferred for six months and a day.
The changes reflected in the amended and restated Plan and to the employment
agreements do not increase the amounts payable or benefits provided by the
Company under the Plan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
- -------------- -----------
10.55(a) Executive Severance Plan, as amended September 29, 2008
10.95(a) Form of amendment to Employment Agreement approved September
29, 2008 for employment agreements between Company and Charles
L. Dimmler, Philip L. Rohrer, Jr and F. Dudley Staples
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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.
ORE PHARMACEUTICALS INC.
Date: October 2, 2008 By: /s/ Philip L. Rohrer Jr.
-------------------------
Philip L. Rohrer Jr.
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
10.55(a) Executive Severance Plan, as amended September 29, 2008
10.95(a) Form of amendment to Employment Agreement approved September
29, 2008 for employment agreements between Company and Charles
L. Dimmler, Philip L. Rohrer, Jr and F. Dudley Staples
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