Vioquest Pharmaceuticals, Inc. - Current report filing (8-K)
June 19 2008 - 1:51PM
Edgar (US Regulatory)
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): June 13, 2008
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-16686
|
58-1486040
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
180
Mt. Airy Road, Suite 102
Basking
Ridge, NJ 07920
(Address
of principal executive offices)
(908)
766-4400
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(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
June
13, 2008, the Board of Directors of VioQuest Pharmaceuticals, Inc. (the
“Company”) approved an amendment to the Company’s 2003 Stock Option Plan (the
“Plan”) increasing the number of shares of common stock available for issuance
under the Plan by 250,000 shares. A copy Plan, as amended, is filed as Exhibit
10.1 to this report and is incorporated herein by reference.
On
June
13, 2008, pursuant to authorization of the Board of Directors of VioQuest
Pharmaceuticals, Inc. (the “Company”), the Company awarded stock options
pursuant to the Plan to Michael Becker, the Company’s Chief Executive Officer;
and Brian Lenz, the Company’s Chief Financial Officer. Dr. Becker was awarded an
option to purchase 20,000 shares of common stock and Mr. Lenz received an option
to purchase 80,000 shares. Each option has a term of 10 years and is exercisable
at a price of $0.54 per share. The options vest in three equal annual
installments commencing on June 13, 2008 and are exercisable for so long as
Dr.
Becker and Mr. Lenz remain employed by the Company;
provided,
however
,
that
the vesting of the options will accelerate and the options will be deemed
immediately vested upon the occurrence of a “change of control” transaction, as
defined in the agreements evidencing the options. Copies of the stock options
agreements evidencing the option grants are filed with this report as Exhibits
10.2 and 10.3, respectively, and are incorporated herein by
reference.
In
addition, the Board also authorized and awarded stock options pursuant to its
2003 Stock Option Plan to the Company’s three directors, Stephen Rocamboli,
Michael Weiser and Johnson Lau. Each director was awarded an option to purchase
100,000 shares of common stock. Each option has a term of 10 years and is
exercisable at a price of $0.54 per share. The options vest in three
substantially equal annual installments commencing on June 13, 2008. The vesting
of the options will accelerate and the options will be deemed immediately vested
upon the occurrence of a “change of control” transaction, as defined in the
agreements evidencing the options. A copy of the form of the stock option
agreement evidencing the option grants is filed with this report as Exhibit
10.4, and is incorporated herein by reference.
At
the
same time, the Board authorized amendment of previously granted stock options,
in order to bring the exercise price in line with the current market price
of
the Company’s stock. The Amendment to the Stock Option Agreement amends the
exercise price of each stock option to be $0.54 per share. A copy of the form
of
the Amendment to stock option agreement is filed with this report as Exhibit
10.5, and is incorporated herein by reference. A complete list of the options
effected by this amendment is filed with this report as Exhibit 10.6, and is
incorporated herein by reference. All other terms and conditions remain the
same, with the exception of the options granted to Michael Becker. In addition
to the amendment of exercise price, Dr. Becker’s two option agreements were
amended to change the “Change of Control” provisions such that, one-half of the
currently unvested options shall immediately vest if the Corporation’s Market
Capitalization, as such term is defined in the Employment Agreement, then
exceeds $15 Million but is less than $30 Million and all of the currently
unvested Becker Options shall immediately vest if the Corporation’s Market
Capitalization then exceeds $30 Million. Copies of these amendments to Dr.
Becker’s stock option agreements are filed with this report as Exhibits 10.7 and
10.8 and are incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits.
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
2003
Stock Option Plan, as Amended through June 13, 2008.
|
|
10.2
|
|
Form
of Stock Option Agreement dated June 13, 2008 between VioQuest
Pharmaceuticals, Inc. and Michael Becker.
|
|
10.3
|
|
Form
of Stock Option Agreement dated June 13, 2008 between VioQuest
Pharmaceuticals, Inc. and Brian Lenz.
|
|
10.4
|
|
Form
of Director Stock Option Agreement dated June 13, 2008.
|
|
10.5
|
|
Form
of Amendment to Stock Option Agreement dated June 13, 2008.
|
|
10.6
|
|
List
of Stock Option Agreements to be amended by the Form attached hereto
as
Exhibit 10.5.
|
|
10.7
|
|
Amendment
dated June 13, 2008 to Stock Option Agreement dated November 21,
2007
between VioQuest Pharmaceuticals, Inc. and Michael Becker for 501,334
shares.
|
|
10.8
|
|
Amendment
dated June 13, 2008 to Stock Option Agreement dated November 21,
2007
between VioQuest Pharmaceuticals, Inc. and Michael Becker for 29,974
shares.
|
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.
|
|
VioQuest
Pharmaceuticals, Inc.
|
|
|
|
|
|
Date:
June 19, 2008
|
By:
|
/s/
Michael Becker
|
|
|
|
Michael
Becker
|
|
|
|
Chief
Executive Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
2003
Stock Option Plan, as Amended through June 13, 2008.
|
|
|
|
|
|
10.2
|
|
Form
of Stock Option Agreement dated June 13, 2008 between VioQuest
Pharmaceuticals, Inc. and Michael Becker.
|
|
|
|
|
|
10.3
|
|
Form
of Stock Option Agreement dated June 13, 2008 between VioQuest
Pharmaceuticals, Inc. and Brian Lenz.
|
|
|
|
|
|
10.4
|
|
Form
of Director Stock Option Agreement dated June 13, 2008.
|
|
|
|
|
|
10.5
|
|
Form
of Amendment to Stock Option Agreement dated June 13,
2008.
|
|
|
|
|
|
10.6
|
|
List
of Stock Option Agreements to be amended by the Form attached hereto
as
Exhibit 10.5
.
|
|
|
|
|
|
10.7
|
|
Amendment
dated June 13, 2008 to Stock Option Agreement dated November 21,
2007
between VioQuest Pharmaceuticals, Inc. and Michael Becker for 501,334
shares.
|
|
|
|
|
|
10.8
|
|
Amendment
dated June 13, 2008 to Stock Option Agreement dated November 21,
2007
between VioQuest Pharmaceuticals, Inc. and Michael Becker for 29,974
shares.
|
VioQuest Pharmaceuticals (CE) (USOTC:VOQP)
Historical Stock Chart
From Nov 2024 to Dec 2024
VioQuest Pharmaceuticals (CE) (USOTC:VOQP)
Historical Stock Chart
From Dec 2023 to Dec 2024
