-----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, RbAQsAapSEnMRJ0iGh+vNIq+crQnc3OrIwAI1rH6O3DT2fJ0JMgYZewmzCez9mI7 dQ+fPXkg2tMVudWSnC8CMA== 0000890163-08-000139.txt : 20080310 0000890163-08-000139.hdr.sgml : 20080310 20080310160159 ACCESSION NUMBER: 0000890163-08-000139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080305 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080310 DATE AS OF CHANGE: 20080310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIPEX PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 08677839 BUSINESS ADDRESS: STREET 1: 3985 RESEARCH PARK DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 734-332-7800 MAIL ADDRESS: STREET 1: 3985 RESEARCH PARK DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC DATE OF NAME CHANGE: 19970730 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 8-K 1 s11-8216_8k.htm 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 5, 2008

Pipex Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

01-12584

(Commission

File Number)

13-3808303
(IRS Employer

Identification Number)

 

3930 Varsity Drive

Ann Arbor, MI 48108

(Address of principal executive offices) (Zip Code)

(734) 332-7800

(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:

 

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; Compensatory Arrangement of Certain Officers

(b) On March 7, 2008, the Registrant terminated its Chief Scientific Officer, David A. Newsome, effective immediately.

(e) On March 5, 2008, the Registrant entered into an amendment to its employment agreement with its President, Charles L. Bisgaier, Ph.D. The amendment reduced the President’s salary effective immediately from $295,000 to $0 through at least May 17, 2008 at which time the President may be awarded a base salary, at the discretion of the Registrant’s compensation committee. The amendment also eliminated the President’s guaranteed bonus of approximately $98,000 and the provision for severance upon a termination without cause. Since mid-February, the President has not been receiving any cash compensation.

 

Item 9.01   Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit 10.1 Amendment to Employment Agreement

 

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.

 

 

PIPEX PHARMACEUTICALS, INC.

 

Dated: March 10, 2008

By: /s/ Steve H. Kanzer

 

 

Steve H. Kanzer

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 EX-10 2 s11-8216_ex101.htm EXHIBIT 10.1 Unassociated Document
AMENDMENT TO EMPLOYMENT AGREEMENT


This Amendment, dated March 5, 2008 (the “Amendment”), to the Employment Agreement, dated May 22, 2006 (the “Agreement”), by and between Charles L. Bisgaier (the “Executive”) and Pipex Therapeutics, Inc., a wholly owned subsidiary of Pipex Pharmaceuticals, Inc. (“Pipex”).  Terms not otherwise defined herein shall have the meaning described to them in the Agreement.

W I T N E S S T H

WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in the Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.  Sections 3 (a)(i) and (ii) of the Agreement regarding base salary and bonus are hereby deleted in their entirety and replaced with the following:

COMPENSATION.  (a) As compensation for the performance of his duties on behalf of the Corporation, President shall receive the following: (i) Base Salary. The Corporation will pay the President no base salary beginning on the date hereof through at least May 17, 2008. Thereafter, the President may be awarded a base salary in the sole discretion of Pipex’s Compensation Committee, payable on a semi-monthly basis in accordance with the normal payroll practices of the Corporation.  (ii) Bonus. The Corporation will award the President a one-time bonus of $75,000 only if the Corporation is acquired or the Corporation’s common stock trades above $5.00 per share on the American Stock Exchange (or the exchange on which the corporation’s common stock then trades or is quoted).The grant of options, including the vesting schedule, will remain in accordance with the terms of the Agreement and shall not be effected by this amendment. .

2.  Section 9 (b) of the Agreement regarding severance is hereby deleted in its entirety.

3.  The Agreement, as amended by this Amendment, contains the entire agree­ment between the parties hereto and there are no agreements, warranties or repre­sentations which are not set forth therein or herein.  This Amendment may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto.

 
 
 
4.  This Amendment shall be governed by and construed and enforced in accor­dance with the local laws of the State of Michigan applicable to agree­ments made and to be per­formed entirely within the State, without regard to conflict of laws principles.

5.  This Amendment may be executed simulta­neously in any number of counter­parts, each of which shall be deemed an original but all of which together shall constitute one and the same instru­ment.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by them or their duly authorized representatives as of the date first written above.


PIPEX PHARMACEUTICALS, INC.


By:__/s/Steve H. Kanzer
Name:  Steve H. Kanzer
Title:    Chairman and Chief ExecutiveOfficer


EXECUTIVE:


Charles L. Bisgaier
Charles L. Bisgaier
 
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