form8-k.htm
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): August 5, 2008
BIOSPECIFICS
TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Delaware
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0-19879
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11-3054851
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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Of
Incorporation)
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Identification
No.)
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35
Wilbur Street
Lynbrook,
NY 11563
(Address
of Principal Executive Office) (Zip Code)
516.593.7000
(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:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Introductory
Comment
Throughout this Current Report on Form
8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics
Technologies Corp.
ITEM
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On August 5, 2008, the Company entered
into an Executive Employment Agreement (the “Agreement”) with Mr. Thomas Wegman
(“Mr. Wegman”). Under the Agreement, Mr. Wegman will serve as the President and
Principal Executive Officer of the Company for a two year period commencing on
August 5, 2008. Upon the expiration of the initial two year term, the Agreement
will run for successive one year terms until terminated by the Company or Mr.
Wegman at the end of the then current term upon 90 days prior notice of the
termination to the other party.
Mr. Wegman will earn a base
compensation equal to $250,000 per year and will receive an automobile allowance
of $350 per month, plus reimbursement of expenses incurred on the Company’s
behalf. Mr. Wegman will also be eligible to receive stock options, restricted
stock or other equity awards at the discretion of the Board or the Compensation
Committee.
If the Company terminates Mr. Wegman’s
employment without Cause (defined below) or Mr. Wegman resigns from his
employment with the Company for Good Reason (defined below), then Mr. Wegman is
entitled to: (i) a lump sum payment equal to (a) the average of Mr. Wegman’s
annual base salary and bonuses paid by the Company to Mr. Wegman over the five
(5) years prior to the time of such termination, multiplied by (b) three (3),
payable not later than thirty (30) days after the date of termination; (ii)
continuation of his participation in the Company’s benefit plans for 18 months
following termination, at the highest level provided to Mr. Wegman during the
period immediately prior to the termination and at no greater cost than the cost
he was paying immediately prior to such termination; (iii) 100% of any options
to purchase shares of common stock of the Company then held by Mr. Wegman, which
options are then subject to vesting, shall be accelerated and become fully
vested and exercisable on the date immediately preceding the effective date of
such termination; and (iv) if, on the date immediately preceding the effective
date of such termination, Mr. Wegman then holds shares of common stock of the
Company that are subject to restrictions on transfer (“Restricted Stock”) issued
to Mr. Wegman in a transaction other than pursuant to the exercise of a stock
option, then, such restrictions shall expire in their entirety on the date
immediately preceding the date of termination and all of such shares of common
stock shall become transferable free of restriction, subject to the applicable
provisions of federal and state securities laws.
If Mr. Wegman’s employment with the
Company terminates voluntarily without Cause by Mr. Wegman, for Cause by the
Company or due to Mr. Wegman’s death or disability, then Mr. Wegman is not
entitled to any severance.
Mr. Wegman’s receipt of any severance
will be subject to him signing and not revoking a customary release of claims.
No severance will be paid or provided until the release becomes effective and
any period to revoke the same has expired. In addition, if Mr. Wegman
engages in Specified Conduct (defined below) during the 12 month period
following his termination (the “Severance Period”) or has breached any other
agreement with the Company relating to nondisclosure of confidential
information, in addition to other remedies available to the Company, the Company
may seek disgorgement from Mr. Wegman of a sum equal to (A) the sum of all
payments made by the Company to or on behalf of Mr. Wegman as severance,
multiplied by (B) a fraction, the numerator of which is (1) the number of
calendar months that comprise Mr. Wegman’s Severance Period, less (2) the number
of calendar months elapsed from the date of Mr. Wegman’s termination of
employment to the date of such breach or the first date Mr.
Wegman
engages in Specified Conduct, and the denominator of which is the number of
calendar months that comprise Mr. Wegman’s Severance Period.
Under the Agreement, Mr. Wegman is
entitled to indemnification relating to the services performed within the scope
of his duties or authority. The terms of the Secrecy Agreement previously
entered by Mr. Wegman and the Company will remain in effect, however, the
Agreement incorporates and supersedes the prior Change of Control Agreement
entered into on June 18, 2007 between the Company and Mr. Wegman. Disputes under
the Agreement are subject to arbitration, and subject to the right to obtain
injunctive relief from a court.
Under the
Agreement:
“Cause” means (i) a willful failure to
carry out a proper directive of the Board, (ii) a willful act of gross
misconduct that injures the Company, (iii) a material breach of the Agreement;
(iv) a material breach of the Secrecy Agreement, (v) a willful material
violation of federal or state laws which materially injures the Company, or
(vi) a conviction or plea of guilty or no contest to a felony involving
moral turpitude.
A termination by Mr. Wegman for “Good
Reason,” means a termination within two (2) years or less following (i) a
material reduction in his base salary; (ii) a material reduction in his
authority, duties, or responsibilities; (iii) a material reduction in his
superiors authority, duties, or responsibilities; (iv) a material reduction in
the budget over which he has authority; (v) a material change in the geographic
location where he must perform services; or (vi) a material breach by the
Company of the Agreement.
“Specified Conduct” means (i)
unauthorized disclosure of confidential information in violation of the Secrecy
Agreement; (ii) engagement, directly or indirectly, in any business that is
competitive with the businesses of Company at the time of Mr. Wegman’s
termination (other than less than 5% ownership of a public company); (iii) Mr.
Wegman’s hiring, directly or indirectly, any individual who was an employee or
consultant of the Company within the six (6) month period prior to his
termination of employment, or his soliciting or inducing, directly or
indirectly, any such individual to terminate his or her employment or
consultancy with the Company, unless such person was previously terminated by
the Company; or (iv) his solicitation, directly or indirectly, of any individual
who was partner, customer, or vendor of the Company within the six (6) month
period prior to Mr. Wegman’s termination of employment, to terminate or
otherwise limit or reduce his or her relationship with the Company.
A copy of the form of the Agreement
entered into with Mr. Wegman is attached hereto as Exhibit 10.1 and is
incorporated by reference into this Item 1.01. The foregoing
descriptions of the Agreement does not purport to be complete and are qualified
in their entirety by reference to the full text of the agreements.
ITEM
8.01 OTHER
EVENTS
On August 5, 2008, the Company’s
Compensation Committee agreed to reimburse Mr. Wegman for up to $3,000 in legal
fees incurred by Mr. Wegman in the negotiation of the Agreement.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
ITEM
9.01. FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits
10.1 Executive
Employment Agreement, between Thomas L. Wegman andBioSpecifics Technologies
Corp., dated August 5, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
August 8, 2008
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BIOSPECIFICS
TECHNOLOGIES CORP.
——————————————————
(Registrant)
/s/
Thomas L. Wegman
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——————————————————
Thomas
L. Wegman
President
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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