-----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, GeGdVZuM+pdM8V7q3U8o3RAj65CLnVxn/udaVB6v2WXiY70Zjk4gEOFhe6POxQuV I1rOiZD3vrAfrF7r6XrWDw== 0001144204-08-040688.txt : 20080718 0001144204-08-040688.hdr.sgml : 20080718 20080718162736 ACCESSION NUMBER: 0001144204-08-040688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080715 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: 20080718 DATE AS OF CHANGE: 20080718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000946486 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943171943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26422 FILM NUMBER: 08959672 BUSINESS ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 BUSINESS PHONE: 2154889300 MAIL ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN INC DATE OF NAME CHANGE: 19950609 8-K 1 v120282_8k.htm Unassociated Document
 

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


July 15, 2008
Date of Report (Date of earliest event reported)


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


Delaware
000-26422
94-3171943
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification Number)


2600 Kelly Road, Suite 100
Warrington, Pennsylvania 18976
(Address of principal executive offices)


(215) 488-9300
(Registrant’s telephone number, including area code)



(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:

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of July 15, 2008, Discovery Laboratories, Inc. (the “Company”) and each of Robert Segal, M.D., F.A.C.P., Senior Vice President, Medical and Scientific Affairs and Chief Medical Officer, and Charles F. Katzer, Senior Vice President, Manufacturing Operations, entered into an Amendment (collectively, the “Amendments”) to their respective Amended and Restated Employment Agreements dated as of May 4, 2006 (the “Agreements”). Under each of the Amendments, the term of the Agreements is extended through December 31, 2009. The Agreements remain subject to automatic one-year extensions unless, as provided in the Agreements, at least 90 days notice of non-extension is provided by either the Company or the respective executive.

The description of the terms and conditions of the Amendments and the Agreements and the rights and obligations of the Company and executives in connection therewith are qualified by reference in their entirety to the definitive terms and conditions of the Amendments, the form of which is attached hereto as Exhibits 10.1 and 10.2, and the Agreements, filed as exhibits to the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006 and March 16, 2007.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

10.1.
Amendment to the Amended and Restated Employment Agreement dated as of May 4, 2006 between Robert Segal, M.D., F.A.C.P., and Discovery Laboratories, Inc.

10.2.
Amendment to the Amended and Restated Employment Agreement dated as of May 4, 2006 between Charles F. Katzer and Discovery Laboratories, Inc.

 
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.

     
  Discovery Laboratories, Inc.
 
 		  
 		  
 
  By:   /s/ Robert J. Capetola 
 
Robert J. Capetola, Ph.D.
  President and Chief Executive Officer 

Date: July 15, 2008

 
 
 
 
 
 EX-10.1 2 v120282_ex10-1.htm Unassociated Document
 

Exhibit 10.1

July 15, 2008


Robert Segal, M.D., F.A.C.P.
c/o Discovery Laboratories, Inc.
2600 Kelly Road
Suite 100
Warrington, PA 18976

Re:  Amendment to Amended and Restated Employment Agreement

Dear Dr. Segal:

This amendment is attached to and made part of the Amended and Restated Employment Agreement dated as of May 4, 2006 between you and Discovery Laboratories, Inc. (as it may have been previously amended, the “Agreement”). Effective as of the date hereof the parties hereby agree that certain provisions of the Agreement are revised as set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

The first sentence of Section 2 of the Agreement is hereby amended to provide (i) that the current Term of the Agreement shall continue through December 31, 2009, and (ii) that, commencing on January 1, 2010, and on each January 1 thereafter, the Term of the Agreement shall automatically be extended for one additional year, except in the event of notice as provided for therein.

Except as herein provided, the remaining terms and conditions of the Agreement shall remain in full force and effect. This addendum confirms an agreement between you and the Company with respect to the subject matter hereof and is a material part of the consideration stated in the Agreement and mutual promises made in connection therewith. Please indicate your acceptance of the terms contained herein by signing both copies of this amendment, retaining one copy for your records, and forwarding the remaining copy to the Company.


DISCOVERY LABORATORIES, INC.


By:
/s/ David L. Lopez        
Name:
David L. Lopez
Title:
Executive Vice President and General Counsel


Accepted and Agreed to:


  /s/ Robert Segal, M.D., F.A.C.P.     
Name: Robert Segal, M.D., F.A.C.P.
 
 
 
 
 
 
 EX-10.2 3 v120282_ex10-2.htm Unassociated Document
 

Exhibit 10.2
July 15, 2008


Mr. Charles F. Katzer
c/o Discovery Laboratories, Inc.
2600 Kelly Road
Suite 100
Warrington, PA 18976

Re:  Amendment to Amended and Restated Employment Agreement

Dear Mr. Katzer:

This amendment is attached to and made part of the Amended and Restated Employment Agreement dated as of May 4, 2006 between you and Discovery Laboratories, Inc. (as it may have been previously amended, the “Agreement”). Effective as of the date hereof the parties hereby agree that certain provisions of the Agreement are revised as set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

The first sentence of Section 2 of the Agreement is hereby amended to provide (i) that the current Term of the Agreement shall continue through December 31, 2009, and (ii) that, commencing on January 1, 2010, and on each January 1 thereafter, the Term of the Agreement shall automatically be extended for one additional year, except in the event of notice as provided for therein.

Except as herein provided, the remaining terms and conditions of the Agreement shall remain in full force and effect. This addendum confirms an agreement between you and the Company with respect to the subject matter hereof and is a material part of the consideration stated in the Agreement and mutual promises made in connection therewith. Please indicate your acceptance of the terms contained herein by signing both copies of this amendment, retaining one copy for your records, and forwarding the remaining copy to the Company.


DISCOVERY LABORATORIES, INC.
 

By:
/s/ David L. Lopez        
Name:
David L. Lopez
Title:
Executive Vice President and General Counsel
 

Accepted and Agreed to:

 
  /s/ Charles F. Katzer     
Name: Charles F. Katzer
 
 
 
 
 
 
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