-----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, PJSs5BHou2oFyHFw8N97VJF3QQme84edWs1xhj5KHZIQwdu2SC0Xg2CEXFdRZzWz MaLakwed4gh6N9bLDYZFfA== 0001193125-08-059999.txt : 20080318 0001193125-08-059999.hdr.sgml : 20080318 20080318161619 ACCESSION NUMBER: 0001193125-08-059999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARGACEPT INC CENTRAL INDEX KEY: 0001124105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51173 FILM NUMBER: 08696583 BUSINESS ADDRESS: STREET 1: 200 EAST FIRST STREET STREET 2: SUITE 300 CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 3364802100 MAIL ADDRESS: STREET 1: 200 EAST FIRST STREET STREET 2: SUITE 300 CITY: WINSTON-SALEM STATE: NC ZIP: 27101 8-K 1 d8k.htm FORM 8-K 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): March 12, 2008

 

 

TARGACEPT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51173   56-2020050

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

200 East First Street, Suite 300

Winston-Salem, North Carolina

   27101
(Address of principal executive offices)   (Zip Code)

(336) 480–2100

Registrant’s telephone number, including area code

 

 

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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 12, 2008, the Compensation Committee of the Board of Directors of Targacept, Inc. (the “Company”) approved amendments to the Company’s employment agreements with each of its named executive officers – J. Donald deBethizy, President and Chief Executive Officer; Alan A. Musso, Vice President, Chief Financial Officer and Treasurer; Merouane Bencherif, Vice President, Preclinical Research; Jeffrey P. Brennan, Vice President, Business and Commercial Development; and Geoffrey C. Dunbar, Vice President, Clinical Development and Regulatory Affairs.

The primary purpose of the amendments was to exempt provisions of the employment agreements from Section 409A of the Internal Revenue Code of 1986 and related regulations and guidance. In particular, each amendment modifies terms regarding the payment of severance and related amounts and provides procedural conditions to termination by the executive for “Good Reason” (as that term is defined in the executive’s employment agreement). In addition, each amendment makes the payment of severance under the employment agreement contingent on delivery to the Company of a release and waiver of any employment-related claims.

The Company plans to file each of the amendments as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2008.

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.

 

  TARGACEPT, INC.
Date: March 18, 2008  

/s/ Peter A. Zorn

  Peter A. Zorn
  Vice President, Legal Affairs, General Counsel and Secretary
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