UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K/A
__________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 29,
2008
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(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 obligations of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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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This
Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K
filed by Lexicon Pharmaceuticals, Inc. with the Securities and Exchange
Commission on April 29, 2008.
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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
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(b) On
April 29, 2008, the employment of Julia P. Gregory, our executive vice
president and chief financial officer, was terminated without
cause. In such capacity, Ms. Gregory had performed the
functions of our principal financial officer and principal accounting
officer.
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| (c) On April 29, 2008, James F. Tessmer assumed the functions of our principal financial officer and principal accounting officer. Mr. Tessmer, 48, has been our vice president, finance and accounting since November 2007 and previously served as our senior director of finance from February 2004 to November 2007 and director of finance from April 2001 to February 2004. Mr. Tessmer is a certified public accountant and received his B.B.A. from the University of Wisconsin – Milwaukee and his M.B.A. from the University of Houston. | |
| (e) On April 29, 2008, we entered into a consulting agreement with Ms. Gregory pursuant to which we agreed to pay Ms. Gregory $6,000 per month for up to two days of her consulting services per month. The payments under the consulting agreement are in addition to and separate from the severance payments to which Ms. Gregory is entitled under her employment agreement with us. The consulting agreement has a term of one year, subject to earlier termination in certain circumstances. | |
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Item
9.01
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Financial Statements and
Exhibits
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| (d) Exhibits |
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Exhibit No.
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Description
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10.1
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—
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Consulting
Agreement with Julia P. Gregory dated April 29,
2008
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Signatures
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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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Date: April
30, 2008
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By:
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
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Executive Vice President
and
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General
Counsel
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Index
to Exhibits
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Exhibit No.
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Description
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10.1
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—
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Consulting
Agreement with Julia P. Gregory dated April 29,
2008
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Exhibit
10.1
[LEXICON
PHARMACEUTICALS, INC. LETTERHEAD]
April
29, 2008
Ms.
Julia P. Gregory
Dear
Julia:
We
invite you to serve as a consultant to Lexicon Pharmaceuticals, Inc. (which,
together with its subsidiaries and affiliates, is referred to as the “Company”
or “Lexicon”). The purpose of this letter agreement (this
“Agreement”) is to set forth our mutual understanding of the terms and
conditions under which you would provide consulting services, as set forth
below.
1. Consulting
Services. Under this agreement, you will provide such
consulting and advisory services as may be requested by Arthur T. Sands, M.D.,
Ph.D., the Company’s President and Chief Executive Officer, or his designee
relating to matters previously within the scope of your employment at Lexicon
prior to the termination of such employment. You will devote up to
two (2) days per month to providing such services to the Company under this
Agreement, on a schedule and at times reasonably agreed upon by you and Dr.
Sands.
2. Compensation. As
full consideration for your services as a consultant to the Company and your
obligations under this Agreement, you will receive a monthly retainer of $6,000,
with the first such payment being due thirty (30) days after the date of this
letter. In addition, you will be reimbursed for your reasonable,
ordinary and necessary travel expenses incurred by you at the Company’s prior
request in connection with your performance of your services under this
Agreement.
3. Confidential
Information.
(a) In
the course of your service as a consultant to the Company, you may learn or be
exposed, orally, visually, electronically or in writing, to inventions,
discoveries, improvements, materials, data, technology, processes, formulas,
know-how, trade secrets, ideas and other information which we consider
proprietary or confidential (“Confidential Information”). You
agree to hold any Confidential Information disclosed to you by the Company or
learned by you from the Company in conjunction with your services under this
Agreement in strict confidence and to take all reasonable precautions to protect
such Confidential Information, not to disclose any such Confidential Information
to any third party, and to use such Confidential Information only in furtherance
of your services under this Agreement; provided that your
nondisclosure obligation shall not apply to the extent such Confidential
Information (i) is already in the public domain or hereafter enters the public
domain other than through your acts or omissions in violation of this Agreement;
(ii) is already known to you, as may be shown by competent written records;
(iii) is hereafter received by you without restriction as to confidentiality or
use from a third party lawfully entitled so to disclose same in such manner; or
(iv) is hereafter generated by you, other than in performance of your services
under this Agreement, without the use of any Confidential Information,
facilities or personnel of the Company. Information shall not be
deemed to be within the foregoing exceptions merely because such information is
embraced by more general information in the public domain or in your
possession. All Confidential Information (and any copies and notes
thereof) shall remain the sole property of the Company.
(b) You
agree not to disclose or otherwise make available to the Company any information
that you possess under an obligation of confidentiality to a third
party. You may disclose to the Company any information made available
generally to the scientific community at large through published reports or
public presentations prior to disclosure to the Company.
4. Inventions and
Discoveries.
(a) You
hereby assign and transfer to the Company all of your right, title and interest
throughout the world in all inventions, discoveries, improvements, materials,
data, works of authorship and other intellectual property, whether or not
patentable or subject to copyright, which may be made, written or conceived by
you in the course of, or arising as a result of, your performance of your
services under this Agreement, in whole or in part and whether alone or in
conjunction with others (collectively, “Intellectual Property”). All
such Intellectual Property shall be the sole property of the Company or its
nominee.
(b) You
shall promptly disclose any Intellectual Property in writing to the Company in
order to permit the Company to claim rights to which it may be entitled under
this Agreement. The Company shall have full power and authority to
file and prosecute patent applications and copyright registrations throughout
the world with respect to all Intellectual Property, and to procure and maintain
patents and copyrights with respect thereto. You agree, at the Company’s
reasonable request and expense, to sign, execute and acknowledge, or cause to be
signed, executed and acknowledged, any applications, assignments, instruments
and other documents, and to perform such other acts, as the Company may deem
necessary, useful or convenient to confirm and vest in the Company or its
nominee all right, title and interest throughout the world in and to any
Intellectual Property and all patent, copyright and other intellectual property
rights and protections therein, and to assist the Company in procuring,
maintaining, enforcing and defending such patent, copyright and other
intellectual property rights and protections throughout the world. You agree to
treat all such Intellectual Property as Confidential Information under this
Agreement.
5. Term and
Termination. You will render your advisory and consulting
services to the Company for a period of one year commencing upon the date of
this letter, at which time this Agreement will terminate. This
Agreement shall terminate if you have not signed the Release and Severance
Agreement with the Company dated April 29, 2008 within twenty-one (21) days of
the date of this letter, or if you revoke such Release and Severance Agreement.
This Agreement may be earlier terminated by either party for breach of this
Agreement by the other party that, where curable, is not cured within ten (10)
business days after written notice of such breach is delivered to the breaching
party. The termination of this Agreement shall not relieve the
parties of any obligation accruing prior to such termination.
6. Independent
Contractor. For purposes of this Agreement, you will be deemed
an independent contractor and not an employee or agent of Lexicon. In this
connection, you will not be eligible for, nor entitled to, any employee benefits
that we normally extend to our employees, and we will not withhold any taxes
from the compensation paid to you, all of which shall be your responsibility.
The manner in which you render your services under this Agreement will be within
your reasonable control and discretion. You have no express or
implied authority to incur any liability, or to make any decision or to create
any binding obligation, on our behalf.
7. Compliance with Laws and
Procedures. To the extent you provide services under
this Agreement on our premises, you agree to observe our business hours, as well
as our rules, policies and security procedures concerning conduct and the
health, safety and protection of persons and property. You will comply with all
applicable governmental laws, ordinances, rules and regulations applicable to
the performance of your services under this Agreement.
8. Governing
Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas as they apply to
contracts entered into and wholly to be performed in Texas.
9. Enforcement. You
agree that a breach of any of the restrictions set forth in the provisions of
this Agreement would cause the Company irreparable injury and damage, and that,
in the event of any breach or threatened breach, the Company, in addition to all
other rights and remedies at law or in equity, shall have the right to enforce
the specific performance of such restrictions and to apply for injunctive relief
against their violation.
10. Survival of
Terms. The provisions of Sections 3, 4 and 7 through 15 hereof
shall survive termination of this Agreement.
11. Successors and
Assigns. You may not assign this Agreement without the written consent of
the Company. This Agreement shall be binding on your heirs,
executors, administrators and legal representatives and the Company’s successors
and assigns.
12. Severability. The
invalidity or unenforceability of any provision of this Agreement (or portion
thereof) shall not affect the validity or enforceability of any other provision
of this Agreement, and if such provision (or portion thereof) is so broad as to
be unenforceable, it shall be interpreted to be only as broad as is
enforceable.
13. Entire
Agreement. This Agreement constitutes the sole and complete
agreement of the parties with respect to the matters included herein, and
supersedes any previous oral or written agreement, if any, relating to the
subject matters included herein.
14. Amendment and
Waiver. This Agreement may not be amended or supplemented in
any way, nor may the benefit of any provision hereof be waived, except by a
written agreement duly executed by both you and the Company.
15. No
Conflict. You represent that the performance of your
obligations and duties under this Agreement does not conflict with any
obligations or duties, express or implied, that you may have to third
parties.
16. Construction. Each
party to this Agreement has had the opportunity to review this Agreement with
legal counsel. This Agreement shall not be construed or interpreted
against any party on the basis that such party drafted or authored a particular
provision, parts of or the entirety of this Agreement.
If
the foregoing correctly sets forth our mutual understanding, please so indicate
by signing this letter in the space provided below and return it to the Company
at the above address on the date hereof, whereupon this Agreement shall
constitute a binding contract between us and our legal representatives,
successors, and assigns.
| Very truly yours, | |
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LEXICON
PHARMACEUTICALS, INC.
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By:
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/s/
Arthur T. Sands
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Arthur
T. Sands, M.D., Ph.D.
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President
and Chief Executive
Officer
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Accepted
and agreed to:
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By:
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/s/
Julia P. Gregory
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Julia
P. Gregory
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Date: April
29, 2008
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