Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
May
14, 2007, the Board of Directors (the “Board”) of Advanced Magnetics, Inc. (the
“Company”) voted to increase the compensation payable to Mark Skaletsky as a
result of his appointment as the Chairman of the Board. Mr. Skaletsky will
be
paid an annual retainer of $60,000, payable in four equal quarterly
installments, and it is intended that he will be granted an option to purchase
$200,000 in value of shares of the Company’s common stock pursuant to the
Company’s current equity incentive plan. The actual number of shares underlying
the option to be granted will be determined using a Black-Scholes option
pricing
model identical to that used by the Company for purposes of preparing its
financial statements. Such option will be granted at the same time as the
other
members of the Board receive their annual grant of stock options. The
option will be granted with an exercise price equal to the fair market
value of
the Company’s common stock on the date the option is
granted.
On
May
14, 2007, the Board voted to adopt new severance and change of control
arrangements for the following executive officers of the Company: Brian
J.G.
Pereira, President and Chief Executive Officer, David Arkowitz, Chief Financial
Officer and Chief Business Officer, Joseph L. Farmer, General Counsel and
Vice
President of Legal Affairs, Louis Brenner, Senior Vice President, and Timothy
G.
Healey, Senior Vice President of Commercial Operations. The employment
agreements entered into with each of those officers will be amended to
reflect
the changes set forth below.
Severance
Due After Termination of Employment.
In
the
event that the Company terminates the employment of any such executive
officer,
other than for death, disability or cause (as such term will be defined
in the
applicable amendment to the employment agreement), or such executive officer
resigns for good reason (as such term will be defined in the applicable
amendment to the employment agreement), and (i) such executive officer
has
complied with all his obligations under all agreements with the Company,
and
(ii) such executive officer signs a general release of claims in a form
acceptable to the Company, then the Company has agreed to pay severance
to such
executive officer in an amount equal to 12 months of base salary (24 months
in
the case of Dr. Pereira), paid in equal installments over the severance
period
in accordance with the Company’s usual payroll schedule. This paragraph shall
not apply during the one year period following a change of control (as
such term
will be defined in the applicable amendment to the employment agreement).
Payments
and Benefits upon a Change of Control.
Upon
the
closing of a transaction that constitutes a change of control of the Company,
50% of the unvested outstanding options and/or restricted stock units then
held
by such executive officers other than Dr. Pereira, who has other prior
arrangements with the Company as to the vesting of his stock options and
restricted stock units, shall become vested. In addition, in the event
that
within one year from the date a change of control of the Company occurs,
the
Company or its successor terminates the employment of any such executive
officer
other than for death, disability or cause, or such executive officer resigns
for
good reason, and such executive officer (i) has complied with all his
obligations under all agreements with the Company, and (ii)
signs
a
general release of claims in a form acceptable to the Company, then the
Company
has agreed to provide such executive officer with the following benefits
post-termination:
-
12
months of base salary (24 months in the case of Dr. Pereira), paid in equal
installments over the severance period in accordance with the Company’s usual
payroll schedule;
-
one
time (two times in the case of Dr. Pereira) the average bonus paid to such
executive officer during the prior three years; provided that in no event
will a
year prior to the year ended December 31, 2007 be used in the
calculation;
-
continuation of health and dental benefits until the earlier of (a) 24
months
post termination and (b) health and dental coverage being provided to such
officer under another employer’s health and dental plan; and
-
the
acceleration of vesting of any unvested outstanding stock options and restricted
stock units that were granted before such change of control.
Item
5.03. Amendments to Articles of Incorporation or Bylaws. Change in Fiscal
Year.
On
May
14, 2007, the Board voted to change the Company’s fiscal year end from September
30 to December 31.
On
May
14, 2007, the Board voted to amend and restate the Amended and Restated
Bylaws
of the Company (the “Bylaws”) in order to effect the change to the Company’s
fiscal year end as described above and to change the date of the Company’s
Annual Meeting from the first Tuesday in February of each year to a date
to be
fixed by the Board of Directors of the Company.
The
foregoing description of the amendments to the Company's Bylaws is not
complete
and is qualified in its entirety by reference to the copy of the Company’s
Amended and Restated Bylaws attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
On
April
11, 2007 the Company announced positive results from two additional Phase
III
clinical trials of ferumoxytol as an intravenous (IV) iron replacement
therapeutic. These results were presented as posters at the National Kidney
Foundation’s Spring Clinical Meeting in Orlando, Florida. A
copy of
the Company’s press release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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The
Company hereby files the following exhibit:
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3.1
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Amended
and Restated Bylaws.
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The
Company hereby furnishes the following exhibit:
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.
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99.1
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Press
Release dated April 11, 2007.
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