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)

June 5, 2012

OPTIMER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33291	33-0830300
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10110 Sorrento Valley Road, Suite C

San Diego, CA  92121

(Address of principal executive offices, including zip code)

(858) 909-0736

(Registrant’s telephone number, including area code)

N/A

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On June 5, 2012, we announced the appointment of Stephen W. Webster as our Chief Financial Officer and principal financial and accounting officer, effective upon his commencement of employment, which is expected to be on or about June 25, 2012. Effective upon Mr. Webster’s commencement of employment, Kurt M. Hartman will no longer serve as our acting Chief Financial Officer and principal financial and accounting officer. A copy of the press release announcing the appointment of Mr. Webster is attached hereto as Exhibit 99.1.

Prior to joining us, Mr. Webster, 51, served as the Chief Financial Officer of Adolor Corporation from June 2008 until its acquisition by Cubist Pharmaceuticals, Inc. in December 2011.  From 2007 until joining Adolor Corporation in 2008, Mr. Webster served as Managing Director, Investment Banking Division, Health Care Group for Broadpoint Capital (formerly First Albany Capital).  Mr. Webster previously served as co-founder, President and Chief Executive Officer for Neuronyx, Inc. From 1987 to 2000, Mr. Webster served in positions of increased responsibility, including as Director, Investment Banking Division, Health Care Group for PaineWebber Incorporated. Mr. Webster holds an A.B. in Economics cum laude from Dartmouth College and a Master of Business Administration in Finance from The Wharton School, The University of Pennsylvania.

In connection with his appointment as our Chief Financial Officer, Mr. Webster entered into an offer letter (the “Offer Letter”) detailing the terms of his employment.  Pursuant to the Offer Letter, as part of his compensation Mr. Webster will be entitled to receive (i) a base salary of $365,000 per year, subject to annual adjustments, (ii) an initial stock option to purchase up to 100,000 shares of our common stock which will vest over four years from Mr. Webster’s start date, (iii)  restricted stock units to purchase up to an aggregate of 15,000 shares of our common stock, which vest over time beginning on the date we achieve a specified financial goal, and (iv) additional restricted stock units to purchase up to an aggregate of 25,000 shares of our common stock, which vest over three years from Mr. Webster’s start date.  We anticipate that Mr. Webster will also enter into our standard form of indemnification agreement. As an executive officer, Mr. Webster will also be eligible to participate in our 2012 Equity Incentive Plan, our Employee Stock Purchase Plan, our Incentive Compensation Plan and our Amended and Restated Severance Benefit Plan.  A copy of the Offer Letter is attached as Exhibit 99.2 hereto.

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 5, 2012.
99.2	Offer Letter, dated May 30, 2012, by and between Mr. Stephen W. Webster and Optimer Pharmaceuticals, Inc.

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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.

		OPTIMER PHARMACEUTICALS, INC.
	By:	/s/ Kurt M. Hartman
Date: June 5, 2012		Kurt M. Hartman
		General Counsel, Chief Compliance Officer and Senior Vice-President

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EX-99.1

Exhibit 99.1

Optimer Pharmaceuticals Appoints Stephen Webster as Chief Financial Officer

SAN DIEGO, June 5, 2012—Optimer Pharmaceuticals, Inc. (NASDAQ: OPTR) today announced the appointment of Stephen Webster as Chief Financial Officer. Mr. Webster will be responsible for directing Optimer’s financial strategy, accounting and investor relations functions.

“Stephen has a broad background in the biotech industry, serving in roles within financial institutions and overseeing key financial functions within biotech organizations,” said Pedro Lichtinger, President and CEO of Optimer. “His experience and leadership will be invaluable to Optimer as we continue to execute on the commercialization of DIFICID® in the United States, Canada, Europe and additional priority regions around the world.”

Prior to joining Optimer, Mr. Webster served as Chief Financial Officer of Adolor Corporation until its sale to Cubist Pharmaceuticals, Inc. From 2007 until joining Adolor in 2008, Mr. Webster was Managing Director, Investment Banking Division, Health Care Group for Broadpoint Capital (formerly First Albany Capital). Previously, he served as co-founder, President and Chief Executive Officer for Neuronyx, Inc. From 1987 to 2000, he served in positions of increased responsibility including as Director, Investment Banking Division, Health Care Group for PaineWebber Incorporated. He received his A.B. in Economics cum laude from Dartmouth College and his Master of Business Administration in Finance from The Wharton School, The University of Pennsylvania.

About Optimer Pharmaceuticals

Optimer Pharmaceuticals, Inc. is a global biopharmaceutical company focused on developing and commercializing innovative hospital specialty products that have a positive impact on society. Optimer developed and commercialized DIFICID® (fidaxomicin) tablets, an FDA-approved antibacterial drug for the treatment of adult patients with Clostridium difficile-associated diarrhea (CDAD). Optimer has also received marketing authorization for fidaxomicin tablets in the European Union under the trade name DIFICLIR™. The company is seeking marketing authorization for fidaxomicin in Canada and is exploring marketing authorization in other parts of the world where C. difficile has emerged as a serious health problem, including Asia. Additional information can be found at http://www.optimerpharma.com.

Forward-Looking Statements

Statements included in this press release that are not a description of historical facts are forward-looking statements, including without limitation all statements related to the future roles and contributions of Mr. Webster at Optimer. Words such as “believes,” “anticipates,” “plans,” “expects,” “intend,” “will,” “goal” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by Optimer that any of its plans will be achieved. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in Optimer’s business including, without limitation, risks relating to Optimer’s ability to obtain additional regulatory approvals for and successfully commercialize DIFICID, and other risks detailed in Optimer’s filings with the Securities and Exchange Commission.

Contacts

Optimer Pharmaceuticals, Inc.

David Walsey, Vice President, Investor Relations and Corporate Communications

858-964-3418

Canale Communications, Inc.

Jason I. Spark, Senior Vice President

619-849-6005

EX-99.2

Exhibit 99.2

May 30, 2012

Stephen Webster

Dear Steve,

It is with great pleasure that I offer you the position of Chief Financial Officer with Optimer Pharmaceuticals, Inc., (“Optimer” or the “Company”) performing such duties as are normally associated with this position and such duties as are assigned to you from time to time.  You will report to Pedro Lichtinger, Chief Executive Officer.  We at Optimer are very excited about the possibility of you joining our team and we look forward to the prospect of working with you.

Associated with this opportunity, the Company offers the following compensation and benefits:

1.Initial Salary:  $365,000 U.S. Dollars on an annualized basis, subject to standard federal and state payroll withholding requirements and paid semi-monthly in accordance with the Company’s payroll practices.

2.Optimer has an incentive compensation plan which provides for discretionary annual performance bonuses to our employees. Your target incentive compensation will be 40% of annual salary, subject to payroll withholdings and deductions. Actual bonuses paid under the incentive compensation plan are based on your continuous performance of services to the Company through the date the bonus is paid, the achievement of established corporate and individual goals, and the approval of the Company’s Board of Directors (the “Board”).  Neither the fact nor the amount of any bonus is guaranteed.  Rather, the Board shall determine, in its sole discretion, the amount of any bonus earned by you based upon its evaluation of (a) your achievements of certain milestones and performance objectives established for you by the Board and/or Compensation Committee of the Board and (b) the Company’s achievement of key milestones and objectives established by the Board and/or Compensation Committee of the Board.  Plan participants must be hired by September 1st to participate in the plan year.  Bonus amounts are normally pro-rated for plan participants that are hired after January 1st, but before August 31st in the plan year.  In your case, we will not prorate your first year’s bonus. The bonus shall be subject to the terms of any applicable incentive compensation plan adopted by the Company, as amended by the Company from time to time.  The bonus, if earned, will be paid to you within the time period set forth in the incentive compensation plan; or if no such time period was established, within a reasonable time after completion of the period for which performance is being measured as determined by the Company but in no event shall the bonus be paid after March 15th of the year following the year in which it is earned.  In the event your employment with the Company ends for any reason prior to the date the bonus is paid, you are not eligible for any bonus, prorated or otherwise.  For the avoidance of doubt, you acknowledge and agree that you have no contractual right under this letter agreement to any bonus payment or any target percentage, and that any bonus that is paid to you shall be at the sole discretion of the Board.

10110 SORRENTO VALLEY ROAD, SUITE C, SAN DIEGO, CALIFORNIA 92121    TEL: 858-909-0736   FAX: 858-909-0737

101 HUDSON STREET, SUITE 3501,  JERSEY CITY, NJ 07302     TEL: 201-333-8819   FAX: 201-333-8870

3.Optimer offers a competitive benefit package to you and your eligible dependents that currently includes Medical, Dental, Vision, Group Term Life Insurance, Long Term Disability Insurance, a 401(k) plan and several voluntary benefit options.  You will be eligible to participate in these benefit plans on the same basis as similarly situated employees.  Details about these benefit plans are available for your review. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan.  The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

4.Stock Options: The Company will provide you with the following long-term incentive compensation arrangement in accordance with the terms of Company’s 2012 Equity Incentive Plan (“Equity Incentive Plan”).

Following commencement of your employment and pending approval by Optimer’s Board of Directors, you will be granted an Option to purchase 100,000 shares of Optimer Pharmaceuticals, Inc. Common Stock at the current fair market value on the date of the grant.  The Option will be subject to the terms and conditions applicable to options granted under the Equity Incentive Plan and the applicable option agreement.  The vesting schedule for this Option is as follows:  25% will vest as of one year from the date of issuance, and the remaining 75% of the shares subject to the Option will then vest in equal 2.0833% installments each month thereafter over the following 36 months, subject to continuous employment with the Company on such dates.

In addition, pending approval of Optimer’s Board of Directors, we will grant you 25,000 Restricted Stock Units (“RSU’s”). The vesting schedule for the RSU’s is as follows: 33% will vest as of one year from the date of issuance, 33% will vest 2 years from the date of issuance and the remaining 33% will vest 3 years from the date of issuance.

Lastly, pending approval of Optimer’s Board of Directors, we will also grant you 15,000 Performance Stock Units. The performance criteria will be discussed upon commencement of employment. The criteria will match the program that the executive team currently participates in. The vesting schedule for these RSU’s is as follows: 33% per year over a three (3) year period.

5.Optimer has 11 official holidays. In addition, the Company closes during the holiday season between Christmas and New Years, (exact days change annually, and are listed on the Company holiday schedule).  You will be provided 22 paid vacation days a year (7.33 hours per pay period) beginning with your first pay period as a full-time employee.  Three (3) days of the 22 paid vacation days provided to you will be applied towards the holiday closure between Christmas and New Years.  You will also be provided with 5 days of sick time per year.  Details about these benefits are provided in the employee sourcebook.

6.You will also be eligible for an initial signing bonus in the amount of $50,000, less required deductions and withholdings, to be paid to you within your first paycheck and in accordance with the Company’s customary payroll procedures (the “Signing Bonus”).  This Signing Bonus is an advance and is being paid to you prior to being earned by you.  You will earn the Signing Bonus on the following schedule: fifty-percent (50%) of the Signing Bonus amount will be earned on the six month anniversary of your commencement of employment with the Company, provided that you remain an employee in good standing as of such date (including compliance with all contractual, statutory and common law obligations owed to the Company during this period); and fifty-percent (50%) of the Signing Bonus amount will be earned on the one year anniversary of your commencement of employment with the Company, provided that you remain an employee in good standing as of such date (including compliance with all contractual, statutory and

common law obligations owed to the Company during this period).  You will be obligated to repay to the Company any unearned amount of the Signing Bonus if you resign your employment for any reason, or the Company terminates your employment for Cause (as defined below), prior to the six month or one year anniversary of your commencement of employment, and any such repayment shall be made by you no later than thirty (30) days after your employment ends.  You expressly authorize the Company to deduct from your final paycheck any unearned amount of the Signing Bonus.  For the purposes of this letter agreement, “Cause” for termination of employment means a termination resulting from the occurrence of any of the following events that has a material negative impact on the business or reputation of the Company:  (i) your attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (ii) your intentional, material violation of any contract or agreement between you and the Company or of any statutory duty owed to the Company; (iii) your unauthorized use or disclosure of the Company’s confidential information or trade secrets; (iv) your intentional refusal or intentional failure to act in accordance with any lawful and proper direction or order of your superiors; (v) your habitual neglect of the duties of employment; (vi) your indictment, charge, or conviction of a felony or any crime involving moral turpitude, or participation in any act of theft or dishonesty; or (vii) your gross misconduct.

7.The location of this position will be New Jersey, therefore Optimer is also pleased to offer you a relocation package.  The details of the relocation package are attached.

Please understand that this offer is contingent upon your successful completion of a background check.  You will be required to give your consent for Optimer, through an outside firm, to complete a criminal background check and verification of information provided on your employment application.   Attached is a form for you to complete giving Optimer authorization to conduct your background investigation.  This offer of employment is further contingent upon your submission to a drug test to be administered under the Company’s Drug Testing Policy and upon the Company’s receipt of satisfactory test results.  By signing this letter, you acknowledge and agree that you may be subjected to additional drug testing during your employment and the tests may be the same or different in each case, which testing will be administered under the Company’s Drug Testing Policy.

We would like you to start as soon as possible and we will discuss a mutually agreeable date.

You should be aware that your employment with the Company is for no specified period and constitutes at-will employment.  As a result, you are free to resign at any time, for any reason or for no reason.  Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.  Your employment at-will status can only be modified in a written agreement signed by you and by an officer of Optimer.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States.  Such documentation must be provided to us at orientation but in no event later than three (3) business days of your date of hire, or our employment relationship with you may be terminated.

As a Company employee, you will be expected to abide by company rules and policies as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion.  You will be specifically required to sign an acknowledgment that you have read and understand the company rules of conduct, which is included in our employee sourcebook.  You will receive access to the employee sourcebook at orientation.

You will also be expected to sign and comply with an Employee Confidential Information and Inventions Assignment Agreement, which requires, among other provisions, the assignment of rights to inventions made during your employment at the Company and non-disclosure of proprietary information.   Enclosed is a copy of the Employee Confidential Information and Inventions Assignment Agreement for your review and execution.

By signing this letter, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company.  You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidential Information and Inventions Assignment Agreement attached hereto, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral.  There are no terms, conditions, representations, warranties or covenants other than those contained herein.  No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Optimer, except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

We do hope that you will decide to accept this opportunity to join us at Optimer during what is a particularly exciting time in the growth and development of the Company.  If there is anything further that you wish to discuss or any issues that require clarification, please do not hesitate to contact me.

Steve, if you accept the terms of this offer kindly sign and date this letter, the Employee Confidential Information and Inventions Assignment Agreement and the authorization for the background investigation.

Best Regards,

Linda E. Amper, Ph.D.

Senior Vice President, Human Resources

I accept the offer as stipulated above:	/s/ Stephen W. Webster	May 30, 2012
	Stephen Webster	Date