UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 16, 2006
GERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20859 75-2287752
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including zip code)
(650) 473-7700
(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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
Please see Item 5.02 below for a description of the material terms of an
offer letter entered into between Geron Corporation ("Geron") and Alan B.
Colowick, which description is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 16, 2006, Geron publicly disseminated a press release announcing
that Alan B. Colowick, M.D., M.P.H, had been appointed as its president,
oncology, effective October 16, 2006. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein. In this newly
created position, Dr. Colowick, 44, will manage the operational and strategic
activities of Geron's oncology programs. He will report to Dr. Thomas Okarma,
Geron's president and CEO.
Prior to joining Geron, Dr. Colowick was the chief medical officer of
Threshold Pharmaceuticals Inc., where he was responsible for all aspects of
non-clinical and clinical development and manufacturing.
Before this, he held a wide range of positions with Amgen Inc. Most
recently, he served as vice president of European Medical Affairs, where he was
responsible for all products in multiple therapeutic areas, including
hematology/oncology, nephrology and internal medicine. Earlier in his career
with Amgen, Dr. Colowick directed the team responsible for leading the company's
successful registration and launch of the drug, Aranesp(R), in the United
States, European Union and Australia.
Dr. Colowick was a clinical and research fellow in hematology-oncology at
Harvard University and the Dana Farber Cancer Institute. He earned his M.P.H. at
the Harvard School of Public Health and his M.D. at Stanford University School
of Medicine.
In connection with hiring Dr. Colowick as an at-will employee and
appointing him as president, oncology, Geron and Dr. Colowick, each executed an
offer letter, which provides for base salary compensation of $425,000 per annum,
a target bonus of 40 percent of his base salary which will not be prorated based
upon his start date of October 16, 2006, a one-time sign-on bonus of $100,000
that is repayable to Geron should he cease employment at Geron before October
16, 2008, as well as employee benefits pursuant to Geron's benefits policies.
Dr. Colowick also received a restricted stock grant of 40,000 shares of Geron
common stock on October 16, 2006. The shares of restricted stock will remain
subject to a repurchase right of Geron until October 16, 2007, at which time
such repurchase right will lapse with respect to 25% of such shares. Geron's
repurchase right will lapse with respect to the balance of the shares on October
16, 2008. Subject to approval by Geron's Compensation Committee of the Board of
Directors, Dr. Colowick is also entitled to a stock option grant to purchase up
to 200,000 shares of Geron common stock. Pursuant to Geron's stock option grant
practices, the Compensation Committee grants stock options on the third
Wednesday of each month. Dr. Colowick's stock option will have an exercise price
equal to the fair market value of Geron common stock measured by the market
closing price on the date of grant and will vest monthly over 48 months, subject
to a six month cliff period for so long as Dr. Colowick continues to provide
services to the Company.
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Dr. Colowick is also a party to Geron's Severance Plan (the "Severance
Plan"). Under the Severance Plan, if Dr. Colowick was terminated for any reason
other than "cause" (as defined in the Severance Plan) and has signed a mutually
acceptable separation agreement, he shall be entitled to (i) a lump sum payment
equal to his then-current base salary for the Severance Period (as defined in
the Severance Plan); and (ii) payment of premiums required for the continuation
of health, dental and vision insurance under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") through the earlier of the end
of the applicable Severance Period or when other employment offering health care
coverage is obtained.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated October 16, 2006.
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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.
GERON CORPORATION
Date: October 16, 2006 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and
Chief Financial Officer
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