0000950159-14-000535.txt : 20141205 0000950159-14-000535.hdr.sgml : 20141205 20141205170135 ACCESSION NUMBER: 0000950159-14-000535 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENGION INC CENTRAL INDEX KEY: 0001296391 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 200214813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-186687 FILM NUMBER: 141270223 BUSINESS ADDRESS: STREET 1: 3929 WESTPOINT BLVD. STREET 2: SUITE G CITY: WINSTON-SALEM STATE: NC ZIP: 27103 BUSINESS PHONE: 336-722-5855 MAIL ADDRESS: STREET 1: 3929 WESTPOINT BLVD. STREET 2: SUITE G CITY: WINSTON-SALEM STATE: NC ZIP: 27103 424B3 1 tengion424b3.htm TENGION, INC. FORM 424(B)(3) 333-186687 tengion424b3.htm
 
 
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186687
 
PROSPECTUS SUPPLEMENT NO. 32
(To Prospectus dated March 28, 2013, as amended)
 
27,891,407 Shares
 


 
Tengion, Inc.
 
This Prospectus Supplement No. 32 supplements the prospectus dated March 28, 2013 (as supplemented or amended to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-186687). The Prospectus and this prospectus supplement relate to the disposition from time to time of up to 27,891,407 shares of our common stock, which are held or may be held by the stockholders named in the Prospectus.
 
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
 
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
 
Current Report on Form 8-K
 
On December 5, 2014, we filed a Current Report on Form 8-K with the Securities and Exchange Commission. The text of such Form 8-K is attached hereto.
 
Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 12 of the Prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is December 5, 2014.

 
 
 
 
 
 
 
 
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):  December 1, 2014


Tengion, Inc.
(Exact name of registrant as specified in its charter)

001-34688
(Commission File Number)
 
Delaware
20-0214813
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation)
  
 
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(Address of principal executive offices, with zip code)

(336) 722-5855
(Registrant’s telephone number, including area code)

Not Applicable
(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 (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 1.01
  Entry into a Material Definitive Agreement
 
On December 4, 2014, Tengion, Inc. (the “Company”) amended the Tengion, Inc. Amended and Restated Management Severance Pay Plan (the “Management Severance Plan”) to provide that no benefits would be payable under the Management Severance Plan from and after December 4, 2014.  The Management Severance Plan previously provided for the payment of severance to members of management upon certain terminations, subject to certain conditions.  The Company amended the Management Severance Plan as a cost-cutting measure in connection with the Termination Plan (as defined and described below).

The foregoing description of the amendment to the Management Severance Plan is qualified in its entirety by reference thereto, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

On December 4, 2014, the Company entered into amendments (collectively, the “Employment Agreement Amendments”) to the Amended Employment Agreement with John L. Miclot, the Company’s President and Chief Executive Officer, dated January 20, 2012, as amended December 5, 2013, the Offer Letter to A. Brian Davis, the Company’s Chief Financial Officer and Senior Vice President, Finance, dated July 29, 2010, as amended January 1, 2013, and the Offer Letter to Timothy Bertram, the Company’s President, Research and Development, and Chief Scientific Officer, dated July 28, 2004, as amended December 22, 2008 (collectively, the “Employment Agreements”).  The Employment Agreement Amendments provide for (a) a reduction in the severance payments payable to Mr. Miclot, Mr. Davis and Dr. Bertram from 12 months’ salary and benefits plus a  prorated bonus, nine months’ salary and benefits and six months’ salary and benefits plus (at the discretion of the Company) a prorated bonus, respectively, to three months’ salary for each executive and (b) a modification of the noncompetition and nonsolicitation provisions contained in each of the Employment Agreements such that these provisions will not apply following termination of employment.

The foregoing description of the Employment Agreement Amendments is qualified in its entirety by reference thereto, which are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report and are incorporated herein by reference.

Item 1.02
  Termination of a Material Definitive Agreement
 
As part of the Termination Plan (as defined and described below), the Company plans to terminate the employment of Mr. Miclot, Mr. Davis and Dr. Bertram effective December 5, 2014, December 23, 2014 and December 5, 2014, respectively.  As a result of these separations, the Employment Agreements will, except with respect to those provisions that survive a termination in such agreements, be terminated as of the respective termination dates.

The information contained in Item 1.01 above is incorporated by reference into this Item 1.02.

Item 2.05
  Costs Associated With Exit or Disposal Activities
 
On December 1, 2014, the Company’s Board of Directors (the “Board”) approved a plan of termination (the “Termination Plan”) that will result in a workforce reduction of all of the Company’s 29 employees (the “Terminated Employees”), including Mr. Miclot, Mr. Davis and Dr. Bertram, by the end of 2014.  The Terminated Employees serve in research, development, financial and administrative roles.  The Termination Plan was communicated to the Terminated Employees on December 2, 2014.  As a result of the Termination Plan, the Company expects to incur costs of approximately $916,000 in the fourth quarter of 2014 for one-time termination benefits, resulting in a charge of approximately $916,000 in the fourth quarter of 2014.  Due to the Employment Agreement Amendments, the Company’s severance obligations to Mr. Miclot, Mr. Davis and Dr. Bertram decreased by approximately $875,000.

As previously disclosed in the Company’s filings with the Securities and Exchange Commission, based upon its current expected level of operating expenditures and required debt repayments, and assuming it is not required to settle any outstanding warrants in cash or redeem, or pay cash interest on, any of its convertible notes, the Company expects to be able to fund operations through mid-December 2014.  As a result, the Company is undertaking the Termination Plan to preserve cash.  Despite these cost-cutting measures, if financing is not obtained, the Company will not be able to remain in business and will likely need to seek protection under the U.S. bankruptcy laws.
 
 
 
 
 
 
 

 
Item 5.02
   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
The information contained in Items 1.02 and 2.05 above is incorporated by reference into this Item 5.02.
 

Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
 

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.


 
TENGION, INC.
   
   
   
Date:  December 5, 2014
By: /s/ A. Brian Davis
 
A. Brian Davis
 
Chief Financial Officer and Senior Vice President,
Finance
 
 
 

 
 
 
 


Exhibit Index

 
 
 

 EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm
 
 
Exhibit 10.1
 
TENGION, INC.
 
AMENDED AND RESTATED MANAGEMENT SEVERANCE PAY PLAN
 
Instrument of Amendment and Termination
 
WHEREAS, Tengion, Inc. (the “Company”) maintains the Tengion, Inc. Amended and Restated Management Severance Pay Plan (the “Management Severance Plan”), effective as of March 15, 2012; and
 
WHEREAS, the Company as settlor of the Management Severance Plan wishes to amend and terminate the Management Severance Plan.
 
NOW THEREFORE, pursuant to Section 11 of the Management Severance Plan, the Company hereby terminates the Management Severance Plan effective as of the date set forth below (the “Amendment Date”).
 
1.           Section 3 is hereby amended in its entirety to read as follows:

“3.           Effective Date. The Plan’s effective date is the date this Plan is approved by the Company Board of Directors (the “Board”), which date is set forth above (the “Effective Date”).  It applies to all Eligible Employees who are terminated from employment after the Effective Date and before the Amendment Date of this Plan. The Plan shall terminate once all benefits hereunder have been paid. The Company has reserved the right to amend the Plan at any time.  For the avoidance of doubt, no benefits shall be payable under or provided by the Plan after the Amendment Date.”

2.           Section 4(d) is hereby amended to read as follows:
 
“(d)           either (1) be terminated from employment after the Effective Date and before the Amendment Date as a result of a job elimination, workforce reduction or reorganization, or other reason (other than any termination for ‘cause’); or (2) terminate employment after the Effective Date and before the Amendment Date for ‘Good Reason’ (as defined below);”

3.           Section 5 is amended by adding a new subsection (e) which reads as follows:

“(e)           Notwithstanding the foregoing, benefits under this Plan shall not be payable under or provided by this Plan after the Amendment Date, and the Plan shall accordingly be terminated as of the Amendment Date.”
 
 
 

 
 
 
 

 
IN WITNESS WHEREOF, the Company has caused this Instrument of Amendment and Termination to be executed in its name and behalf by its authorized officers this 4th day of December, 2014.
 
TENGION, INC.


 
By:
/s/ John L. Miclot
     
 
Name:
John L. Miclot
     
 
Title:
President and Chief Executive Officer
     
     
 
By:
/s/ A. Brian Davis
     
 
Name:
A. Brian Davis
     
 
Title:
Chief Financial Officer and Senior Vice President, Finance
     
     
 
By:
/s/ Timothy Bertram, D.V.M., Ph.D.
     
 
Name:
Timothy Bertram, D.V.M., Ph.D.
     
 
Title:
Chief Scientific Officer and President, Research and Development
 
 
 
 
EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm
 
 
Exhibit 10.2
 
 
 
Tengion, Inc.
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
   
December 4, 2014
tel: (336) 722-5855
fax: (336) 722-2436

 
John L. Miclot
c/o Tengion Inc.
3929 Westpoint Blvd, Suite G
Winston-Salem, NC 27103

Subject:    Amendment to Amended Employment Agreement dated January 20, 2012, as  amended December 5, 2013

Dear John:
 
This letter agreement (the “Amendment”) amends the Amended Employment Agreement between you and Tengion, Inc. (the “Company”), dated January 20, 2012, as amended December 5, 2013 (the “Employment Agreement”).  All capitalized terms used in this Amendment shall have the meanings ascribed to them in the Employment Agreement unless otherwise expressly provided herein.
 
In consideration of the mutual promises, terms, provisions and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company hereby agree as follows:
 
1.
Section 3(d) of the Employment Agreement shall be deleted in its entirety and replaced with the following new Section 3(d):

“The Company may terminate the Executive’s employment at any time without Cause, effective immediately.  In the event the Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), and the Executive executes a general release of all claims against the Company and its affiliates in the form provided by the Company and such release becomes effective and irrevocable by the deadline specified therein (and in all events within thirty (30) days following the date of such termination), the Company shall pay the Executive, within thirty (30) days following the date of such termination and in addition to the Accrued Obligations, a lump-sum cash payment in an amount equal to three (3) months of the Executive’s Base Salary at the rate in effect immediately prior to the date of such termination.”
 
 
 
 
 
-1-
 
 
 
2.
Section 5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following new Section 5(b):

“Non-Competition/Non-Solicitation.  The Executive acknowledges that during his employment with the Company he will become familiar with trade secrets and other Confidential Information concerning the Company, its subsidiaries and their respective predecessors, and that the Executive’s services will be of special, unique and extraordinary value to the Company.  Accordingly, the Executive agrees that at any time during his employment, the Executive will not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business, that has or seeks to develop products or programs that are directly competitive with any products or programs then offered or under development by the Company (a “Competing Business”).  Nor will Executive during his employment solicit on behalf of a Competing Business the services of an individual who was an employee of the Company at any time during the preceding twelve (12) months, except any such individual whose employment has been terminated by the Company.”
 
This Amendment may only be amended by a writing signed by you and a duly authorized representative of the Company.  Except as expressly modified herein, the Employment Agreement, and all of its terms and provisions, shall remain in full force and effect.  This Amendment embodies the entire agreement between the parties with respect to amending your Employment Agreement and supersedes all prior communications, agreements and understandings, whether written or oral, with respect to the same.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.  This Amendment will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to any conflict of law principles that would result in the application of the laws of any other jurisdiction.
 
If the foregoing is acceptable to you, please sign this Amendment in the space provided and return it to me.  At the time you sign and return it, this Amendment will take effect as a binding agreement between you and the Company on the basis set forth above.  The enclosed copy is for your records.
 
 
 
Very truly yours,
   
 
TENGION, INC.
   
   
 
By: /s/ A. Brian Davis
   
 
Name:   A. Brian Davis
   
 
Title:   Chief Financial Officer and Senior
    Vice President, Finance
   
Accepted and Agreed:
  
   
/s/ John L. Miclot
 
John L. Miclot
  
   
   
Date: December 4, 2014
 
 
 
 
-2-
 
 
 

 
 

 EX-10.3 4 ex10-3.htm EXHIBIT 10.3 ex10-3.htm
 
 
Exhibit 10.3
 
 
   Tengion, Inc.
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
   
December 4, 2014
tel: (336) 722-5855
fax: (336) 722-2436

 
A. Brian Davis
c/o Tengion Inc.
3929 Westpoint Blvd, Suite G
Winston-Salem, NC 27103

Subject:  Amendment to Offer Letter dated July 29, 2010, as amended January 1, 2013

Dear Brian:
 
This letter agreement (the “Amendment”) amends the offer letter between you and Tengion, Inc. (the “Company”), dated July 29, 2010, as amended January 1, 2013 (the “Employment Agreement”).  All capitalized terms used in this Amendment shall have the meanings ascribed to them in the Employment Agreement unless otherwise expressly provided herein.
 
In consideration of the mutual promises, terms, provisions and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company hereby agree as follows:
 
1.
Paragraph 8 of the Employment Agreement shall be deleted in its entirety and replaced with the following new Paragraph 8:

“If your employment is terminated by the Company without Cause (as such term is defined below) and you execute a general release of all claims against the Company and its affiliates in the form provided by the Company and such release becomes effective and irrevocable by the deadline specified therein (and in all events within thirty (30) days following the date of such termination), the Company shall pay you, within thirty (30) days following the date of such termination, a lump-sum cash payment in an amount equal to three (3) months of your base salary at the rate in effect immediately prior to the date of such termination.”
 
2.
Paragraph 10 of the Employment Agreement shall be amended by deleting the second sentence thereof.
 
3.
The third sentence of Section 5 of Appendix A to the Employment Agreement shall be amended by deleting the words “and for a period of twelve (12) months after the date of the termination of my employment for any reason”.
 
 
 
 
 
-1-
 
 
 
4.
The first sentence of Section 6 of Appendix A to the Employment Agreement shall be amended by deleting the words “and for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, with or without cause”.
 
5.
Exhibit B to Appendix A shall be amended by deleting the fourth and fifth paragraphs of such Exhibit.
 
This Amendment may only be amended by a writing signed by you and a duly authorized representative of the Company.  Except as expressly modified herein, the Employment Agreement, and all of its terms and provisions, shall remain in full force and effect.  This Amendment embodies the entire agreement between the parties with respect to amending your Employment Agreement and supersedes all prior communications, agreements and understandings, whether written or oral, with respect to the same.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.  This Amendment will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to any conflict of law principles that would result in the application of the laws of any other jurisdiction.
 
If the foregoing is acceptable to you, please sign this Amendment in the space provided and return it to me.  At the time you sign and return it, this Amendment will take effect as a binding agreement between you and the Company on the basis set forth above.  The enclosed copy is for your records.
 
 
 
Very truly yours,
   
 
TENGION, INC.
   
   
 
By: /s/ John L. Miclot
   
 
Name:   John L. Miclot
   
 
Title:   President and Chief Executive
    Officer
   
Accepted and Agreed:
  
   
/s/ A. Brian Davis
 
A. Brian Davis
  
   
   
Date: December 4, 2014
 
 
 
 
-2-



 
 

 EX-10.4 5 ex10-4.htm EXHIBIT 10.4 ex10-4.htm
 
 
Exhibit 10.4
 
 
 
Tengion, Inc.
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
   
December 4, 2014
tel: (336) 722-5855
fax: (336) 722-2436

Timothy A. Bertram
c/o Tengion Inc.
3929 Westpoint Blvd, Suite G
Winston-Salem, NC 27103


Subject:  Amendment to Offer Letter dated July 28, 2004, as amended December 22, 2008

Dear Tim:
 
This letter agreement (the “Amendment”) amends the offer letter between you and Tengion, Inc. (the “Company”), dated July 28, 2004, as amended December 22, 2008 (the “Employment Agreement”).  All capitalized terms used in this Amendment shall have the meanings ascribed to them in the Employment Agreement unless otherwise expressly provided herein.

In consideration of the mutual promises, terms, provisions and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company hereby agree as follows:
 
1.
Paragraph 9(a) of the Employment Agreement shall be deleted in its entirety and replaced with the following new Paragraph 9(a):

“If your employment is terminated by the Company without Cause (as such term is defined below) and you execute a general release of all claims against the Company and its affiliates in the form provided by the Company and such release becomes effective and irrevocable by the deadline specified therein (and in all events within thirty (30) days following the date of such termination), the Company shall pay you, within thirty (30) days following the date of such termination, a lump-sum cash payment in an amount equal to three (3) months of your base salary at the rate in effect immediately prior to the date of such termination.”
 
2.
Paragraph 11 of the Employment Agreement shall be amended by deleting the second sentence thereof.
 
3.
The third sentence of Section 5 of Appendix A to the Employment Agreement shall be amended by deleting the words “and for a period of twenty four (24) months after the date of the termination of my employment for any reason”.
 
 
 
 
 
-1-
 
 
 
4.
The first sentence of Section 6 of Appendix A to the Employment Agreement shall be amended by deleting the words “and for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, with or without cause”.
 
5.
Exhibit B to Appendix A shall be amended by deleting the fourth and fifth paragraphs of such Exhibit.
 
This Amendment may only be amended by a writing signed by you and a duly authorized representative of the Company.  Except as expressly modified herein, the Employment Agreement, and all of its terms and provisions, shall remain in full force and effect.  This Amendment embodies the entire agreement between the parties with respect to amending your Employment Agreement and supersedes all prior communications, agreements and understandings, whether written or oral, with respect to the same.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.  This Amendment will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to any conflict of law principles that would result in the application of the laws of any other jurisdiction.
 
If the foregoing is acceptable to you, please sign this Amendment in the space provided and return it to me.  At the time you sign and return it, this Amendment will take effect as a binding agreement between you and the Company on the basis set forth above.  The enclosed copy is for your records.
 
 
 
Very truly yours,
   
 
TENGION, INC.
   
   
 
By: /s/ A. Brian Davis
   
 
Name:   A. Brian Davis
   
 
Title:   Chief Financial Officer and
    Senior Vice President, Finance
   
Accepted and Agreed:
  
   
/s/ Timothy A. Bertram
 
Timothy A. Bertram
  
   
   
Date: December 4, 2014
 
 
 
 
-2-


 
 

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