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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) August 31, 2006
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Pharmion Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50447 84-1521333
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2525 28th Street, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 720-564-9100
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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 1.01 Entry into a Material Definitive Agreement.
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Item 5.02 Departure of Directors or Principal Officers; Election of
---- Directors; Appointment of Principal Officers.
Effective as of August 31, 2006, Andrew R. Allen joined
Pharmion Corporation (the "Company") as the Company's Chief
Medical Officer and Executive Vice President.
Dr. Allen received a bonus in the amount of $140,000 upon
commencement of his employment, which bonus is subject to
repayment to the Company on a prorated basis should Dr. Allen's
employment with the Company cease for any reason within the
first three years. Dr. Allen will receive an annual base salary
of $350,000, subject to annual increase at the discretion of the
Company's board of directors and the payment of bonuses upon the
achievement of certain milestones as determined by the Company's
board of directors. In addition, Dr. Allen has been granted an
option to purchase 47,000 shares of the Company's common stock
at $[___] per share. Dr. Allen has also been granted 5,000
restricted stock units representing a contingent right to
receive 5,000 shares of the Company's common stock.
Under the terms of Dr. Allen's employment agreement with
the Company, Dr. Allen's employment may be terminated either by
the Company for just cause or without just cause or by Dr. Allen
either for good reason so long as Dr. Allen provides written
notice to the Company within 90 days of receiving notice from
the Company of the occurrence of an event or act constituting
good reason or without good reason upon 30 days advance written
notice. If the Company terminates Dr. Allen's employment without
just cause or if Dr. Allen terminates for good reason, Dr. Allen
will be entitled to receive severance pay equal to 12 months' of
his base salary.
Copies of the Letter Agreement, dated April 19, 2006 and
the Employment Agreement, dated as of May 5, 2006 in each case
by and between the Company and Dr. Allen are filed as Exhibits
10.1 and 10.2 to this Form 8-K and are incorporated herein by
reference in their entirety.
Prior to his employment by the Company, Dr. Allen, age 40,
served as Vice President of BioPharma Development and Head of
the Oncology Therapeutic Unit for Chiron Corporation from
October 2004 to 2006. Previously, Dr. Allen served as the global
head of development for Abbott Laboratories' oncology franchise
from June
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2002 until October 2004. From 1999 to June 2002, Dr. Allen was
an engagement manager for McKinsey & Company, Inc., leading
internal and client teams in the development and execution of
business strategies for biotechnology and pharmaceutical
companies.
Dr. Allen holds a qualification in Medicine with
distinction from Oxford University U.K., a Ph.D. from the
Imperial College of Science, Technology and Medicine in London,
and a post-graduate internal medicine qualification as a Member
of Royal College of Physicians.
The press release announcing Dr. Allen's appointment as
Chief Medical Officer is filed as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
Number Description
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10.1 Letter Agreement, dated April 19, 2006, by and
between Andrew R. Allen and Pharmion Corporation.
10.2 Employment Agreement, dated as of May 5, 2006, by
and between Pharmion Corporation and Andrew R Allen.
99.1 Press Release issued by Pharmion Corporation on May
18, 2006 announcing the appointment of Andrew. R.
Allen as Chief Medical Officer.
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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.
PHARMION CORPORATION
Date: September 6, 2006 By: /s/ Steven N. Dupont
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Name: Steven N. Dupont
Title: Vice President and General Counsel
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