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Item.
1.01
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Entry
Into a Material Definitive
Agreement
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On
August
29, 2006, the Company entered into a three-year employment agreement
(“Employment Agreement”) with Christopher J. Schaber, Ph.D., pursuant to which
Dr.Schaber will serve as the Company’s President and Chief Executive Officer.
Under the terms of the Employment Agreement, Dr. Schaber is entitled to an
annual base salary of $300,000 and an annual bonus of at least $100,000,
payable
at the end of each calendar year. The bonus will be pro rated for any portion
of
a year in which Dr. Schaber is employed by the Company.
Dr.
Schaber previously served as Executive Vice President and Chief Operating
Officer of Discovery Laboratories, Inc., Prior to working at Discovery, Dr.
Schaber was employed by Ohmeda PPD, Inc. as Worldwide Director of Regulatory
Affairs and Operations from 1994 to 1996. From 1989 to 1994, Dr.
Schaber
held a variety of regulatory, development and operations positions of increasing
importance with The Liposome Company, Inc., and Elkins-Sinn Inc., a division
of
Wyeth-Ayerst Laboratories. Dr. Schaber received his B.A. from Western Maryland
College, an M.S. in Pharmaceutics from Temple University School of Pharmacy,
and
a Ph.D. in Pharmaceutical Sciences from The Union Graduate School.
The
Company has also issued Dr. Schaber stock options to purchase 2.5 million
shares
of the Company’s common stock, of which 833,333 shares vest immediately and the
remainder of the options vests quarterly commencing on November 29, 2006.
The
exercise price of the options equals $0.27, the market price of the Company’s
common stock as of the close of business on August 29, 2006.
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Item 5.02.
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Departure
of Directors or Principal Officers; Election of Directors;
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| |
Appointment
of Principal Officers.
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On
August
25, 2006, the Board of Directors removed Michael T. Sember as President and
Chief Executive Officer of the Company.
On
August
29, 2006, the Board of Directors appointed Christopher J. Schaber, Ph.D.,
as the
President and Chief Executive Officer of the Company. Dr. Schaber was also
appointed as a new member to the Board of Directors of the Company. The terms
of
Dr. Schaber’s employment are summarized in Item 10.1 of this Form 8-K and are
incorporated herein by reference.
On
August
24, 2006, Alexander P. Haig J.D., resigned as Chairman of the Board of Directors
and as a director of the Company. T. Jerome Madison, C.P.A.,
M.B.A., a
member
of the Board of Directors of the Company, also resigned as a director on
August
25, 2006.
On
August
29, 2006, James S. Kuo, M.D., M.B.A., a member of the Board of Directors
since
February of 2004, was elected Chairman of the Board of Directors.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
Exhibit
No. Title
10.1
Employment Agreement, dated as of August 29, 2006, between Christopher J.
Schaber, Ph.D., and the Company.
99.1 Press
Release issued by the Company dated August 30, 2006.
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.
DOR
BIOPHARMA, INC.
By:
/s/
Evan Myrianthopoulos
Name:
Evan Myrianthopoulos
Title:
Chief Financial Officer
Date:
August 30, 2006