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): November 10, 2006
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2006, EPIX Pharmaceuticals, Inc. (the “Company”) entered into a release
agreement with Silvia Noiman, Senior Vice President of Pipeline Management, General Manager Israel,
setting forth the terms of Ms. Noiman’s resignation with the Company. Pursuant to the terms of the
release agreement, upon Ms. Noiman’s termination of employment and execution of a general release,
she will be entitled to a lump sum severance payment in the aggregate amount of NIS 411,626
(approximately $53,000), in addition to certain Israeli employment
insurance payments. The release agreement also provides, among other things, for the
acceleration of unvested options to purchase up to 254,688 shares of common stock, at exercise
prices ranging from $0.98 to $3.62 per share, that were granted to Ms. Noiman pursuant to the
Predix 2003 Stock Incentive Plan. Certain proprietary information, non-compete, non-solicit and
other terms of the Employee Agreement between the Company and Silvia Noiman, dated October 31,
2000, shall survive the termination of Ms. Noiman’s employment in accordance with their terms.
The above description of the release agreement is a summary and is qualified in its entirety
by reference to the release agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Release Agreement, dated November 10, 2006, by and between EPIX
Pharmaceuticals, Inc. and Silvia Noiman. |