UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 5, 2009
RXI PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33958
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20-8099512 |
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(State or other jurisdiction of
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
60 Prescott Street, Worcester, MA 01605
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (508) 767-3861
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 (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
(b) As part of a plan succession in leadership, Tod Woolf, Ph.D., resigned as President, Chief
Executive Officer and a member of the Board of Directors (the “Board”) of RXi Pharmaceuticals
Corporation, effective November 5, 2009. Dr. Woolf’s decision to resign was not a result of any
disagreement with the Company or its management. Dr. Woolf will remain with the Company as a
member of its scientific advisory board.
(c) On November 5, 2009, the Board appointed Noah D. Beerman as its President and Chief Executive
Officer, effective immediately. Mr. Beerman, age 47, has over 25 years of experience in the
biopharmaceutical industry. From 1997 until April 2009, Mr. Beerman held a variety of leadership
positions, most recently serving as Executive Vice President and Chief Business Officer at Indevus
Pharmaceuticals, Inc., which was acquired by Endo Pharmaceuticals in March 2009. Prior to joining
Indevus, Mr. Beerman was responsible for health care as vice president at Technology Management and
Funding (“TMF”), a venture firm where he developed and executed business and commercialization
strategies for TMF’s biotechnology portfolio. Earlier in his career, he served in a variety of
business and scientific capacities at Creative BioMolecules, Sandoz AG, and Repligen. Mr. Beerman
holds an M.B.A. from Northeastern University’s High Technology Program and a B.S. in molecular
genetics from the University of Rochester. Mr. Beerman does not have a family relationship with
any existing member of the Board or any executive officer of the Company.
Under the terms of Mr. Beerman’s employment agreement (the “Agreement”), the Company is
obligated to appoint him to the Board promptly following the effective date of the Agreement. Mr.
Beerman is also entitled to a sign-on bonus of $25,000, options to purchase 350,000 shares of
common stock of the Company which will vest quarterly in equal installments over four years, an
annual base salary of $375,000, and Mr. Beerman may be eligible for an annual bonus determined by
the Company in its sole discretion. The Agreement expires on December 31, 2011, but may be
terminated by the Company or Mr. Beerman at any time. If the Company terminates Mr. Beerman’s
employment without cause (as defined in the Agreement), or if Mr. Beerman terminates his employment
for good reason (as defined in the Agreement), Mr. Beerman will be entitled to (a) salary, option
vesting and continued participation in the Company-sponsored group benefit plan during the
Severance Period (as defined in the Agreement) and (b) a bonus incentive for targets achieved in
full prior to the date of termination.
A copy of the press release announcing the events described above is being filed as Exhibit
99.1 to this report and is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release issued by RXi Pharmaceuticals Corporation on November 6, 2009 |