-----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, NR1eV6OhXAxtcuZLL7/9Fv0e9Zw06W1yQW91YIntqhsWsVg2ZyUsFhUUbwiqpi6W xSOAwoIGS5YuTArB4iIBzA== 0001104659-05-004084.txt : 20050204 0001104659-05-004084.hdr.sgml : 20050204 20050204142545 ACCESSION NUMBER: 0001104659-05-004084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050203 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAVANCE INC CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943265960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30319 FILM NUMBER: 05576576 BUSINESS ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508086000 MAIL ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 8-K 1 a05-2807_18k.htm 8-K

 

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):  February 3, 2005

 

 

THERAVANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 

 

000-30319 

 

94-3265960 

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

 

 

 

 

901 Gateway Boulevard
South San Francisco, California 94080
(650) 808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

 

 

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))

 

 


 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On January 31, 2005, Theravance, Inc., a Delaware corporation (“Theravance”), extended an offer of employment to Michael W. Aguiar to serve as its Senior Vice President and Chief Financial Officer.  Mr. Aguiar has accepted this offer and is expected to commence his employment with Theravance by March 7, 2005.

 

Prior to joining Theravance, Mr. Aguiar served as Vice President of Finance at Gilead Sciences, Inc. since 2002.  Prior to Gilead Sciences, Inc., Mr. Aguiar served as Vice President of Finance at Immunex Corporation from 2001 to 2002.  From 1995 to 2001, he spent six years with Honeywell International/Allied Signal in a variety of positions, including CFO and Vice President Finance for Honeywell Electronic Materials SBU.  Mr. Aguiar earned a BS in biology from UC Irvine and an MBA in finance from the University of Michigan.

 

Theravance extended the offer of employment to Mr. Aguiar pursuant to an offer letter dated January 31, 2005, which provides that his salary shall be $325,000 per year and that he is eligible to receive a bonus of up to 30% of such salary, based on performance.  Such bonus is guaranteed for 2005.  Mr. Aguiar is entitled to a sign on bonus equal to two times the amount of his expected 2004 bonus from his current employer.  The offer letter is for no specific term of employment.  Mr. Aguiar will be eligible to participate in the change in control severance plan for officers of Theravance.

 

The offer letter provides that Mr. Aguiar is to receive an option to purchase 175,000 shares of common stock which will vest over four years with the first installment vesting following the expiration of the period during which Theravance stockholders may exercise their put to GlaxoSmithKline in accordance with Theravance’s Certificate of Incorporation.  Mr. Aguiar will be eligible for annual replenishment option grants based on performance for up to 57,750 shares of common stock.  The offer letter provides that Mr. Aguiar is to receive a restricted stock grant for 50,000 shares of common stock that will vest based on continued service, with 50% of the shares vesting following the expiration of the period during which Theravance stockholders may exercise their put to GlaxoSmithKline in accordance with Theravance’s Certificate of Incorporation and 25% of the shares upon each of the next two anniversaries of such date.

 

As previously disclosed, Marty Glick, Theravance’s current Executive Vice President and Chief Financial Officer, will become Executive Vice President, Strategy upon Mr. Aguiar’s commencement of employment.

 

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SIGNATURE

 

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.

 

 

 

THERAVANCE, INC.

 

 

Date: February 4, 2005

By:

/s/ Rick E Winningham

 

 

 

Rick E Winningham

 

 

Chief Executive Officer

 

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