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): June 28, 2011
AMICUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33497
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71-0869350 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6 Cedar Brook Drive,
Cranbury, NJ
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08512 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (609) 662-2000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2011, Amicus Therapeutics, Inc. (the Company) announced that John F.
Crowley will return full-time as Chairman and Chief Executive Officer of the Company
effective August 15, 2011 (the Effective Date). Matthew R. Patterson will remain in his
current role as President and Acting Chief Executive Officer of the Company until the
Effective Date at which time he will continue as President. A copy of the press release
announcing Mr. Crowleys appointment to Chief Executive Officer is attached hereto as
Exhibit 99.1.
Mr. Crowley has served as Executive Chairman of the Company since April 2011,
Chairman and Chief Executive Officer from February 2010 to April 2011, and Chief
Executive Officer from January 2005, and has also served as a director of Amicus since
August 2004, with the exception of the period from September 2006 to March 2007 when he
was not an officer or director of Amicus while he was in active duty service in the
United States Navy (Reserve). Mr. Crowley was President and Chief Executive Officer of
Orexigen Therapeutics, Inc. from September 2003 to December 2004. He was President and
Chief Executive Officer of Novazyme Pharmaceuticals, Inc., from March 2000 until that
company was acquired by Genzyme Corporation in September 2001; thereafter he served as
Senior Vice President of Genzyme Therapeutics until December 2002. Mr. Crowley received
a B.S. degree in Foreign Service from Georgetown Universitys School of Foreign Service,
a J.D. from the University of Notre Dame Law School, and an M.B.A. from Harvard Business
School.
Crowley Employment Agreement
In connection with Mr. Crowleys appointment to Chief Executive Officer, the Company
and Mr. Crowley entered into a new employment agreement dated June 28, 2011 (the Current
Employment Agreement). The Current Employment Agreement replaced Mr. Crowleys prior
employment agreement dated April 18, 2011 (the April 2011 Agreement) pursuant to which
he serves as Executive Chairman. The Current Employment Agreement is substantially
similar to the employment agreement dated December 17, 2010 (the December 2010
Agreement) under which Mr. Crowley previously served as Chief Executive Officer. Notably,
Mr. Crowleys base salary, bonus, severance and benefits under the Employment Agreement
are the same as provided under the December 2010 Agreement.
The Current Employment Agreement provides that Mr. Crowley will receive a base
salary of $545,000 and a target annual bonus award of 60% of base salary. As under the
December 2010 Agreement and April 2011 Agreement, the Company will make monthly payments
of $150,000 to Mr. Crowley to help defray the substantial medical expenses (the Monthly
Medical Payments) incurred by Mr. Crowley and his family that are not covered by the
Companys group health plan. The Current Employment Agreement provides that if the
medical expenses actually incurred by Mr. Crowley and his family during any year are less
than the total Monthly Medical Payments paid by the Company during such year (less
expected taxes), Mr. Crowley will pay the Company the difference. The Current Employment
Agreement will continue for successive one-year terms until either Mr. Crowley or the
Company provides written notice of termination to the other in accordance with the terms
of the agreement.
Upon the termination of Mr. Crowleys employment by us other than for cause, or if
the Company decides not to extend the Current Employment Agreement at the end of any
term, or if Mr. Crowley resigns for good reason, Mr. Crowley has the right to receive (i)
a severance payment in an amount equal to his then current base salary payable over 18
months in accordance with the Companys regular payroll practices, (ii) an additional
payment equal to 150% of the target bonus for the year in which the termination occurs,
(iii) continuation of the Monthly Medical Payments for 18 months, and (iv) continuation
of health care coverage under COBRA with premiums to be subsidized by the Company for up
to 18 months. Further, the vesting of all options then held by Mr. Crowley shall
accelerate by one year. Mr. Crowley is not entitled to severance payments if we terminate
him for cause or if he resigns without good reason.
Further, upon the termination of Mr. Crowleys employment by us other than for
cause, or if the Company decides not to extend the Current Employment Agreement at the
end of any term, or if Mr. Crowley resigns for good reason, in each case within 3 months
prior to, or 12 months following a change of control in the Company, then Mr. Crowley has
the right to receive (i) a severance payment in an amount equal to two times his then
current base salary payable over 24 months in accordance with the Companys regular
payroll practices, (ii) an additional payment equal to 200% of the target bonus for the
year in which the termination occurs, (iii) continuation of the Monthly Medical Payments
for 24 months, and (iv) continuation of health care coverage under COBRA with premiums to
be subsidized by the Company for up to 18 months. Further, the vesting of all remaining
unvested stock options then held by Mr. Crowley would accelerate in full.
Finally, if Mr. Crowleys employment ceases due to his death or disability, he (or
his estate, as applicable) will be entitled to (i) continuation of the Monthly Medical
Payments for 12 months, and (ii) continuation of health care coverage under COBRA with
premiums to be subsidized by the Company for up to 12 months.
A copy of the Current Employment Agreement is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits: The Exhibit Index annexed hereto is incorporated herein by reference.