UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 10, 2009
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| PENNSYLVANIA
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1-14131
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23-2472830 |
| (State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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):
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 September 10, 2009, David A. Broecker, the Chief Executive Officer and President of
Alkermes, Inc. (“Alkermes” or the “Company”), resigned as Chief Executive Officer and President,
from the Board of Directors and from all other positions with Alkermes and its subsidiaries. Mr.
Broecker’s employment with Alkermes will terminate effective December 31, 2009. Mr. Broecker did
not resign due to any disagreements with Alkermes. In connection with Mr. Broecker’s resignation
and his declining to stand for reelection to the Board of Directors at the Company’s upcoming
annual meeting of shareholders, the Board voted to decrease the number of members of the Board of
Directors from ten to nine.
On September 10, 2009, Mr. Broecker and Alkermes entered into a Separation Agreement providing
for, among other things, (i) the payment of severance (in the aggregate amount of $1,151,250) and
continuation of benefits through June 30, 2011; (ii) the acceleration of vesting of stock options
and restricted stock which would have vested through June 30, 2010 and an extension of time to
exercise all outstanding stock options until the earlier of June 30, 2011 or the stated expiration
date of the stock options; (iii) the execution of customary releases of liability and (iv) other
customary terms and conditions. The Separation Agreement is filed as Exhibit 10.1 hereto.
On September 10, 2009, the Board of Alkermes appointed Richard F. Pops as Chief Executive
Officer and President of Alkermes effective immediately. Mr. Pops, who is 47 years old, has served
as a director of the Company since February 1991 and served as the Company’s Chief Executive
Officer from February 1991 until April 1, 2007 and since that time has served as the Chairman of
the Board of Alkermes. Mr. Pops currently serves on the Board of Directors of Neurocrine
Biosciences, Inc., CombinatoRx, Incorporated, Acceleron Pharma, Inc., Epizyme Inc., the
Biotechnology Industry Organization (BIO), the Pharmaceutical Research and Manufacturers of America
(PhRMA), and the New England Healthcare Institute. He is also a member of the Harvard Medical
School Board of Fellows. There is no arrangement or understanding pursuant to which Mr. Pops was
selected as Chief Executive Officer and President and there are no family relationships between Mr.
Pops and the directors or executive officers of the Company. Since the beginning of the Company’s
last fiscal year and except as disclosed in the Company’s definitive proxy statement or annual
report on Form 10-K, Mr. Pops has not had any transactions (i) with Alkermes, (ii) with any of the
Company’s directors, nominees for election as a director or executive officers, (iii) with any
security holder who is known to Alkermes to own of record or beneficially more than five percent of
any class of the Company’s voting securities, or (iv) with any member of the immediate family of
any of the foregoing persons in amounts greater than $120,000, nor is there contemplation of any
such transactions.
On September 10, 2009, Mr. Pops and Alkermes entered into Amendment No. 2 (the “Amendment”) to
his Employment Agreement (as amended to date, the “Employment Agreement”). The Amendment provides,
among other things, the following changes to the Employment Agreement: (i) that Mr. Pops shall be
Chief Executive Officer, President and Chairman of the Board until the termination of the
Employment Agreement as provided therein; (ii) that Mr. Pops’ base salary and incentive
compensation shall be determined annually by the Compensation Committee of the Board; (iii) that
the severance payment for termination of Mr. Pops’ employment by the Company without cause or by
Mr. Pops with good reason shall be in an amount equal to two times the total of his base salary
plus the average of his annual incentive compensation for the two immediately preceding fiscal
years and shall be paid over a period of 24 months; and (iv) other customary terms and conditions.
The Amendment is filed as Exhibit 10.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
| 10.1
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Separation Agreement by and between Alkermes, Inc. and David
A. Broecker, dated September 10, 2009. |
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| 10.2
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Amendment No. 2 to Employment Agreement by and between
Alkermes, Inc. and Richard F. Pops, dated September 10, 2009. |