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): September 3,
2008
ARNO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
000-52153
|
52-2286452
|
(Commission
File Number)
|
(IRS
Employer
|
|
Identification
No.)
|
30
Two Bridges Rd., Suite #270
Fairfield,
NJ 07004
(Address
of principal executive offices and Zip Code)
(862)
703-7170
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K 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-14(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
|
On
August
19, 2008, Arno Therapeutics, Inc. (the “Company”) entered into an employment
agreement (the “Agreement”) with Dr. Roger Berlin, pursuant to which Dr. Berlin
will serve as the Company’s Chief Executive Officer, effective September 3, 2008
(the “Effective Date”). The Agreement provides for a term of two years, subject
to renewal for successive one-year periods. Dr. Berlin was also appointed to
the
Company’s Board of Directors (the “Board”) as of the Effective
Date.
The
Agreement provides that Dr. Berlin will receive an initial annualized base
salary of $375,000, which amount may be increased by the Board from time to
time. Dr. Berlin is also eligible to receive an annual discretionary bonus
of up
to 50% of his base salary, as determined by the Board. Upon a “Merger” or
“Acquisition” (each as defined in the Agreement), Dr. Berlin shall receive a
bonus ranging from $100,000 to $500,000, depending on the Company’s aggregate
valuation at the time of the transaction. Dr. Berlin is also entitled to
participate in the Company’s employee benefits plans, and to receive other
customary benefits.
The
Agreement further provides that, as of the Effective Date, the Company shall
grant to Dr. Berlin 10-year options to purchase a total of 860,000 shares of
the
Company’s common stock, consisting of 430,000 “Employment Options” and 430,000
“Performance Options.” The right to purchase the shares subject to the
Employment Options vests in two equal annual installments of 215,000 shares
each
on the first two anniversaries of the Effective Date. The right to purchase
the
shares subject to the Performance Options vests and become exercisable, if
at
all, upon the achievement of corporate and individual milestones in three
installments between December 31, 2008 and the second anniversary of the
Effective Date. The Employment Options and Performance Options are exercisable
at a price per share equal to the closing price of the Company’s common stock on
the Effective Date. In addition, if the Company acquires a “Technology” (as
defined in the Agreement) that is first identified by Dr. Berlin, then the
Company shall grant to Dr. Berlin additional options (“Technology Options”) to
purchase between 100,000 and 400,000 shares of the Company’s common stock,
depending on the Technology’s stage of development. All Technology Options shall
have terms of 5 years and an exercise price equal to the fair market value
of
the Company’s common stock on the date of grant. All options awarded to Dr.
Berlin pursuant to the Agreement will be evidenced by separate stock option
agreements in the Company’s standard form for use under its 2005 Stock Option
Plan (the “Plan”).
Notwithstanding
the term of the Agreement, either party has the right to terminate the Agreement
and Dr. Berlin’s employment at any time. In the event the Company (or its
successor) terminates Dr. Berlin’s employment upon a “Change in Control” (as
defined in the Plan), he will be entitled to receive (i) his then-current
annualized base salary and employee benefits for a period of 360 calendar days
(or, if the termination occurs prior to the first anniversary of the Effective
Date, for a period of 180 calendar days) following the date of termination;
(ii)
the performance bonus, if any, that he would have earned for the year in which
the termination occurs; and (iii) an acceleration in the vesting of all
Employment Options and Performance Options held by him.
If
the
Company terminates Dr. Berlin’s employment without “Cause,” or if he resigns for
“Good Reason” (each as defined in the Agreement), he will be entitled to receive
(i) his then-current annualized base salary and employee benefits for a period
of 360 calendar days (or, if the termination or resignation occurs prior to
the
first anniversary of the Effective Date, for a period of 180 calendar days)
following the date of termination or resignation; (ii) the performance bonus
(or, if the termination or resignation occurs prior to the first anniversary
of
the Effective Date, one-half of the performance bonus), if any, that he would
have earned for the year in which the termination or resignation occurs; and
(iii) an acceleration in the vesting of the Employment Options scheduled to
vest
on the next vesting date following such termination or
resignation.
The
Agreement contains customary non-disparagement, confidentiality, and assignment
of inventions provisions that survive the termination of the Agreement for
an
indefinite period. The Agreement also contains non-competition and
non-solicitation provisions extending from 6 to 12 months after termination
of
the Agreement.
Dr.
Berlin, age 58, has more than 20 years’ experience in the pharmaceutical
industry. From 1994 to 2008, Dr. Berlin was employed by Wyeth Consumer
Healthcare, a division of Wyeth, holding various positions of increasing
responsibility, including service as that division’s President, Global Research
& Development, from December 1998 to February 2008. Prior to Wyeth, from
1985 to 1994, Dr. Berlin also held a series of positions of increasing
responsibility in clinical research at Merck Research Laboratories, a division
of Merck & Co., Inc. Prior to Merck, Dr. Berlin was a physician in private
practice in the area of gastroenterology. Dr. Berlin earned his bachelor’s
degree from Queens College of the City of New York and his medical degree from
Cornell University Medical College.
The
foregoing summary of the material terms of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is filed herewith
as Exhibit 10.1 and incorporated herein by reference. A copy of the Company’s
press release issued September 3, 2008, announcing Dr. Berlin’s appointment is
also attached hereto and incorporated by reference herein as Exhibit
99.1.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed herewith:
|
10.1
|
Employment
Agreement by and between Arno Therapeutics, Inc. and Dr. Roger Berlin,
dated August 19, 2008.
|
|
99.1
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Press
release issued by Arno Therapeutics, Inc. on September 3,
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 hereunto
duly authorized.
Date:
September 3, 2008
Arno
Therapeutics, Inc.
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|
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By:
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/s/
Brian Lenz
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Brian
Lenz
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Chief
Financial Officer
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EXHIBIT
INDEX
Arno
Therapeutics, Inc.
Form
8-K
Current Report
Exhibit
|
|
|
Number
|
|
Description
|
10.1
|
|
Employment
Agreement by and between Arno Therapeutics, Inc. and Dr. Roger Berlin,
dated August 19, 2008.
|
99.1
|
|
Press
release issued by Arno Therapeutics, Inc. on September 3,
2008.
|
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