-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PVb3qVjptx4g7N0OO4sx2a5l3cwSmHMx1Qkao+ld3KqgB98HZm9cMVoPt/urimq/ SCq21pm499rMw4nnPViZ4Q== 0000891092-07-000732.txt : 20070302 0000891092-07-000732.hdr.sgml : 20070302 20070302143908 ACCESSION NUMBER: 0000891092-07-000732 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Protalix BioTherapeutics, Inc. CENTRAL INDEX KEY: 0001006281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650643773 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27836 FILM NUMBER: 07667201 BUSINESS ADDRESS: STREET 1: 1428 BRICKELL AVENUE STREET 2: SUITE 105 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3054468661 MAIL ADDRESS: STREET 1: 1428 BRICKELL AVE STREET 2: STE 105 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: ORTHODONTIX INC DATE OF NAME CHANGE: 19980422 FORMER COMPANY: FORMER CONFORMED NAME: EMBASSY ACQUISITION CORP DATE OF NAME CHANGE: 19960124 8-K 1 e26480_8k.txt FORM 8-K 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): February 28, 2007 Protalix BioTherapeutics, Inc. (Exact name of registrant as specified in its charter) Florida 000-27836 65-0643773 - ---------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2 Snunit Street Science Park POB 455 Carmiel, Israel 21000 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 1428 Brickell Avenue, Suite 105, Miami, Florida 33131 ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Registrant's telephone number, including area code: +972-4-988-9488 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): |_| 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)) Item 1.01. Entry into a Material Definitive Agreement On February 28, 2007, the board of directors of Protalix BioTherapeutics, Inc. (the "Company") resolved to amend the Stock Option Award Agreements, dated December 31, 2006, entered into by and between the Company and each of Phillip Frost, M.D., Jane Hsiao, Ph.D., and Steven Rubin (the "Option Agreements") and on March 1, 2007, the Option Agreements were amended. The purpose of the amendments is to revise the vesting schedules of the options provided for in such Agreements. According to the options, as amended, the first 40% of the options granted under each Option Agreement shall vest on March 1, 2008; the remainder of such options will vest in four increments of 15% each on each of the following dates: June 30, 2008, December 31, 2008, June 30, 2009, and September 30, 2009. No other changes were made to the Option Agreements. Dr. Frost and Dr. Hsiao are members of the Company's board of directors. Mr. Rubin performs certain legal, corporate and other consulting services for the Company. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Protalix Ltd. ("Protalix"), a wholly-owned subsidiary of the Company entered into an employment agreement with Mr. Iftah Katz effective as of February 28, 2007 (the "Employment Agreement"), pursuant to which Mr. Katz will serve as Vice President of Operations of Protalix. The Employment Agreement is terminable by either Protalix or Mr. Katz upon 60 days' notice, and without notice in the first month of his employment. No notice is required for a termination by Protalix for cause. During the last five years, Mr. Katz, aged 43, has served as the Vice President, Pharmaceutical Technologies of Taro Pharmaceutical Industries Ltd., and, most recently, as its Vice President, Operational Excellence and Technology. Mr. Katz's monthly salary during his employment under the Employment Agreement will be NIS 45,000 (approximately $10, 672, based on the exchange rate as of March 1, 2007), which may be adjusted from time to time in accordance with the cost of living index as may be required by Israeli law. Pursuant to the Employment Agreement, Mr. Katz is entitled to a bonus upon achievement of a significant milestone by Protalix at Protalix's discretion. In addition, subject to the approval of the Company's Compensation Committee or the Board of Directors, Mr. Katz is entitled to an option to purchase 204,351 shares of the Company's common stock, par value $0.001 per share at a purchase price to be determined by the Company's Compensation Committee or the Board of Directors. The option shall vest over a period of four years as follows: one fourth of the options will vest upon the lapse of one year from the date of grant of the option and, thereafter, the remainder shall vest on a quarterly basis in 12 equal installments. Item 8.01. Other Events On March 1, 2007, the Company issued a press release announcing that it had changed its name to Protalix BioTherapeutics, Inc. and that, as of the open of business on March 1, 2007, the Company's ticker symbol on the OTC Bulletin Board would be PXTB. 2 Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 Press release dated March 1, 2007 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. PROTALIX BIOTHERAPEUTICS, INC. (Registrant) Date: March 1, 2007 By: /s/ David Aviezer ---------------------- Name: David Aviezer, Ph.D. Title: President and Chief Executive Officer 3 EX-99.1 2 e26480ex99_1.txt PRESS RELEASE Exhibit 99.1 Orthodontix Announces Name Change to Protalix BioTherapeutics, Inc. Carmiel, Israel, March 1, 2007 /PRNewswire/ -- Orthodontix, Inc. (OTC Bulletin Board: PXBT - News; "Orthodontix") today announced that it has changed its name to Protalix BioTherapeutics, Inc. The trading symbol for the Company's common stock will change at the open of business on Thursday, March 1, 2007, to PXBT. About Protalix BioTherapeutics, Inc. Protalix's proprietary technology is based on its plant cell culture and bioreactor system which provides an effective and scaleable cell system for industrial production of recombinant biopharmaceuticals. Protalix has recently announced that it has completed Phase I clinical studies for its enzyme therapy for Gaucher Disease, under an FDA Investigational New Drug study. Pending FDA approval, Protalix intends to pursue advanced clinical studies for its enzyme therapy for Gaucher Disease and to advance additional recombinant biopharmaceutical drug development programs. Contact: David Aviezer, Ph.D. +972-4-988-9488 -----END PRIVACY-ENHANCED MESSAGE-----