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): January 30, 2009

 

CELLDEX THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15006

 

13-3191702

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

119 Fourth Avenue

Needham, Massachusetts 02494-2725

(Address of principal executive offices) (Zip Code)

 

(781) 433-0771

(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 Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)  On January 30, 2009, Ronald C. Newbold, Senior Vice President, Business Development, gave thirty-days’ notice to Celldex Therapeutics, Inc. (the “Company”) that he was resigning from his position pursuant to the provision of his employment agreement with the Company’s subsidiary, Celldex Research, Inc. (f/k/a Celldex Therapeutics, Inc.) (“Old Celldex”), that deems a resignation within the year following a change of control (in this case the merger which was consummated on March 7, 2008, which resulted in Old Celldex becoming a wholly-owned subsidiary of the Company) as a termination resulting from a change of control.

 

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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.

 

 

 

CELLDEX THERAPEUTICS, INC.

 

 

 

 

Date: February 5, 2009

By:

/s/ Avery W. Catlin

 

 

Avery W. Catlin

 

 

Title: Senior Vice President and Chief Financial Officer

 

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