-----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, Ube7RTbV5bvQ5ZZTuNtpUBI0wtmK8kHm/RWcH3C8TFjS4ueq0Lu0HIwRoFQ4Ft1F r8I93qsTp7EskOUVloixrg== 0000799698-09-000026.txt : 20091201 0000799698-09-000026.hdr.sgml : 20091201 20091201124341 ACCESSION NUMBER: 0000799698-09-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091201 DATE AS OF CHANGE: 20091201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTRX CORP CENTRAL INDEX KEY: 0000799698 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581642750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15327 FILM NUMBER: 091214239 BUSINESS ADDRESS: STREET 1: 11726 SAN VICENTE BOULEVARD STREET 2: SUITE 650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-826-5648 MAIL ADDRESS: STREET 1: 11726 SAN VICENTE BOULEVARD STREET 2: SUITE 650 CITY: LOS ANGELES STATE: CA ZIP: 90049 8-K 1 form8-k.htm EMPLOYMENT OF SCOTT GEYER form8-k.htm
 

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 (Earliest Event Reported): November 30, 2009


CYTRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-15327
(Commission File Number)
 
58-1642740
(I.R.S. Employer Identification No.)
11726 San Vicente Boulevard, Suite 650
Los Angeles, California
(Address of Principal Executive Offices)
 
90049
(Zip Code)

(310) 826-5648
(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 1.01                      Entry into a Material Definitive Agreement.
 
On November 30, 2009, CytRx Corporation (“we,” “us,” “our” and “CytRx”) entered into an employment agreement with Scott Geyer, under which we agreed to employ Mr. Geyer through December 31, 2010 as our Senior Vice President of Manufacturing.  In connection with entering into the employment agreement, we granted Mr. Geyer a ten-year non-qualified stock option under our 2000 Long-Term Incentive Plan to purchase up to 150,000 shares of our common stock at an exercise price of $0.96 per share, which equaled the market price of our common stock on November 30, 2009 as reported in The NASDAQ Stock Market.  The option will vest ratably in 36 equal monthly installments commencing on the first monthly anniversary of the grant date and continuing on each successive monthly anniversary of the grant date until the option becomes fully vested, subject to Mr. Geyer remaining in our continuous employ through such monthly vesting periods.
 
Under his employment agreement, Mr. Geyer is entitled to a base annual salary of $290,000.  Mr. Geyer also is eligible to receive an annual bonus as determined by our board of directors (or our Compensation Committee) in its sole discretion.  In the event we terminate Mr. Geyer’s employment without “cause” (as defined in his employment agreement), we agree to pay him a lump-sum severance amount equal to six months’ base annual salary under his employment agreement.
 
ITEM 9.01                      Financial Statements and Exhibits.
 
(c)           Exhibits
 
The following exhibit is filed as part of this report:
 
99.1           CytRx Corporation press release dated December 1, 2009.
 

 

 
 
 

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.
 

 
    Date: December 1, 2009
By:
/s/ JOHN Y. CALOZ
  
   
John Y. Caloz
  
   
Chief Financial Officer
  
       

 

 
 
 

EXHIBIT INDEX
 
Exhibit No.
  
Description
     
99.1
  
CytRx Corporation press release dated December 1, 2009.


 
 EX-99.1 2 ex99-1.htm ex99-1.htm
 
EXHIBIT 99.1


CytRx Expands Management Team and Broadens Oncology Franchise

– Names Industry Veteran Scott Geyer Senior Vice President of Manufacturing –

LOS ANGELES (December 1, 2009) CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company, continued to broaden its management expertise by naming industry veteran Scott Geyer Senior Vice President of Manufacturing.  Mr. Geyer brings more than 28 years of manufacturing and technical operations knowledge overseeing all aspects of product manufacturing in oncology and other fields, including direct experience with small molecules, biologics and topicals.

“We are assembling a team of prominent leaders within their respective fields, bringing CytRx greater expertise and a new, higher energy level that will assist with our aggressive plans to initiate multiple clinical trials next year and achieve our goals of transitioning to a commercial oncology company and building substantial stockholder value,” said CytRx President and CEO Steven A. Kriegsman.  “Scott Geyer fills an essential role on our team providing the important manufacturing perspective necessary to conduct clinical trials that will allow us to pursue drug registration or partnering with pharmaceutical or biotechnology companies."

CytRx Chief Medical Officer Daniel Levitt, MD, Ph.D., stated, “Through my past experience with Scott, I can attest to his depth of technical and industry knowledge, his leadership capabilities and widespread industry contacts that make him among the most qualified manufacturing leaders for this position.  He is thoroughly versed in the requirements necessary to meet U.S. Food and Drug Administration (FDA) regulatory and manufacturing standards, including drug formulation development, and played a role in the development of the breakthrough oncology drug Nexavar for kidney and liver cancer.  I am delighted that he is joining us at CytRx.”

Mr. Geyer most recently served as Vice President, Technical Operations at Cerimon Pharmaceuticals, Inc., where he was responsible for developing FDA-compliant quality systems manufacturing processes, led the contract manufacturing function and evaluated in-licensing opportunities.  In this position, he established state-of-the-art bioanalytical methods and developed formulations to support clinical advancement of several lead programs.  He previously served as Senior Vice President, Technical Operations & Product Development at TRF Pharma, Inc.; Vice President, Technical Operation at Xencor, Inc.; and Vice President, Manufacturing and Process Development at BioMarin Pharmaceuticals Inc.  Mr. Geyer’s past experience includes holding senior positions at Onyx Pharmaceuticals and Protein Design Labs, Inc., as well as positions at Ares-Serono Group and SmithKline Beckman, among others.  Mr. Geyer has co-authored numerous publications in peer-reviewed journals.  He holds an M.S. in veterinary microbiology from Texas A&M University and a B.S. in microbiology from the University of Southwestern Louisiana.

About CytRx Corporation
CytRx Corporation is a biopharmaceutical research and development company engaged in the development of high-value human therapeutics. The CytRx drug development pipeline includes programs in clinical development for cancer indications, including tamibarotene in a clinical trial for the treatment of acute promyelocytic leukemia (APL). In addition, CytRx is developing two drug candidates based on its industry-leading molecular chaperone technology, which aims to repair or degrade misfolded proteins associated with disease. CytRx also maintains a 36% equity interest in publicly traded RXi Pharmaceuticals, Inc. (NASDAQ:RXII). For more information on the Company, visit www.cytrx.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks related to CytRx’s ability to enter into partnerships or other transactions to advance the clinical development of its portfolio of drug candidates, or commercialize any of CytRx’s current drug candidates or initiate commercial operations through the acquisition of any newly identified drug candidates, risks related to CytRx's need for additional capital or strategic partnerships to fund its ongoing working capital needs and development efforts, risks related to the future market value of CytRx's investment in RXi and the liquidity of that investment, and the risks and uncertainties described in the most recent annual and quarterly reports filed by CytRx with the Securities and Exchange Commission and current reports filed since the date of CytRx's most recent annual report. All forward-looking statements are based upon information available to CytRx on the date the statements are first published. CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Additional Information:
Legend Securities, Inc.
Thomas Wagner
800-385-5790 x152
718-233-2600 x152
twagner@legendsecuritiesinc.com
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