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
August 1, 2013
Date of Report (Date of earliest event reported)
|
Chimerix, Inc. | ||
| (Exact name of registrant as specified in its charter) |
|
Delaware |
001-35867 |
33-0903395 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) | ||||
|
2505 Meridian Parkway, Suite 340 Durham, NC |
| |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code: (919) 806-1074 |
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:
¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 1, 2013, the Board of Directors (the “Board”) of Chimerix, Inc. (the “Company”) appointed Rodman L. Drake to serve as a class II director of the Company. Mr. Drake will also serve as the Chairman of the Compensation Committee of the Board (the “Compensation Committee”). Mr. Drake’s appointment brings the Company’s total number of directors to nine.
In accordance with the Company’s compensation policies for non-employee directors, upon his appointment as a director, Mr. Drake was granted a nonqualified stock option to purchase 4,907 shares of the Company’s common stock at an exercise price equal $22.04, the closing price of the Company’s common stock on the date of grant, and which will vest and become exercisable over a four year period following the date of grant. Additionally, Mr. Drake will be entitled to receive a $25,000 annual retainer for his service as director, and a supplemental annual retainer of $3,000 for his service as the Chairman of the Compensation Committee. At each annual stockholder meeting following which Mr. Drake’s term as a director continues, Mr. Drake will be entitled to receive a nonqualified stock option having a Black-Scholes value of $25,000 on the date of grant, which will vest and become exercisable over a four year period following the date of grant. Mr. Drake will also enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. Drake requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about Mr. Drake can be found in the press release issued by the Company on August 2, 2013, a copy of which is attached hereto as Exhibit 99.1.
(e) On August 1, 2013, upon recommendation from the Compensation Committee the Board approved a Bonus Plan for the executive officers of the Company for the year 2013 (the “2013 Bonus Plan”). The 2013 Bonus Plan was adopted to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Payments under the 2013 Bonus Plan are based on the individual’s target bonus, as a percentage of base salary, and the extent to which the Company achieves certain corporate goals described below. The actual performance-based bonus paid, if any, is calculated by multiplying the executive’s annual base salary, target bonus percentage, and the percentage attainment of the corporate goals.
The corporate goals and relative overall weighting towards corporate goal achievement for the 2013 Bonus Plan are for progress with respect to: the Company’s initial public offering (10%); CMX001 development for cytomegalovirus (10%); financial support for the Company’s SUPPRESS trial (30%); the Company’s drug substance and drug product commercial manufacturing (10%); CMX001 development for adenoviruses (15%); the Company’s drug discovery strategy (5%); and the Company’s SUPPRESS study design and initiation (20%). The 2013 Bonus Plan also sets forth four stretch corporate goals and weighting for progress with respect to: the Company’s contract with the Biomedical Advanced Research and Development Authority (10%); communications with the U.S. Food and Drug Administration regarding CMX001 (10%); initiation of the Company’s SUPPRESS trial (10%); and financial support for an additional CMX001 clinical trial (10%).
The target bonus percentage for each of the Company’s named executive officers covered under the 2013 Bonus Plan is as follows:
| Officer | Target Bonus Percentage |
|
Kenneth I. Moch President and Chief Executive Officer |
40% |
|
Timothy W. Trost Senior Vice President, Chief Financial Officer and Corporate Secretary
|
25% |
|
M. Michelle Berrey, Chief Medical Officer
|
25% |
Under the 2013 Bonus Plan, the Board will determine, in its sole discretion, a percentage between 0% and 140%, based on the extent to which the Board determines that the 2013 corporate objectives and stretch goals have been met.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Chimerix, Inc. dated August 2, 2013. |
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.
| Chimerix, Inc. | ||||
| Dated: August 7, 2013 | ||||
| By: | /s/ Timothy W. Trost | |||
| Timothy W. Trost | ||||
| Senior Vice President, Chief Financial Officer and Corporate Secretary | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release of Chimerix, Inc. dated August 2, 2013. |
Exhibit 99.1
Chimerix Elects Rodman L. Drake to Board of Directors
DURHAM, NC, August 2, 2013 – Chimerix, Inc. (Nasdaq: CMRX), a biopharmaceutical company developing novel, oral antivirals in areas of high unmet medical need, today announced the election of Rodman L. Drake to the company’s Board of Directors. He will serve as the Chairman of the Compensation Committee.
Mr. Drake is an experienced corporate director and former CEO with more than 30 years of experience in management consulting, private equity, financial services, infrastructure development and biopharmaceuticals. He is currently Chairman of the Columbia Atlantic Funds, sponsored by Columbia Management, and the Brookfield and Helios Funds, sponsored by Brookfield Investment Management.
“Chimerix will benefit greatly from Rodman’s extensive corporate board and international leadership experience,” said Kenneth I. Moch, President and CEO of Chimerix. “He will bring substantial value to our strategic decision-making as we grow Chimerix into a leading antiviral company. We are excited to welcome him to the Board.”
Mr. Drake spent most of his career in executive-level positions including Co-Chairman of KMR Power Company, a developer of independent power projects internationally; CEO and Managing Director of Cresap McCormick and Paget, a leading international management consulting firm; and President of The Mandrake Group, a consulting firm specializing in strategy and organizational design. He is a member of the Board of Directors of Celgene and The Animal Medical Center of New York. Mr. Drake received an MBA from Harvard Business School and a bachelor’s degree from Yale University.
“Chimerix has the tremendous combination of proprietary technology, an exciting lead candidate, CMX001, and a strong management team,” said Mr. Drake. “I look forward to working with Chimerix and am confident that the company will continue to progress as a leader in novel, antiviral therapeutics with the potential to significantly impact patient care.”
About Chimerix
Chimerix, a biopharmaceutical company based in Durham, NC, is committed to the discovery, development and commercialization of novel, oral antiviral therapeutics designed to transform patient care in areas of high unmet medical need. Chimerix's proprietary lipid technology has given rise to two clinical-stage nucleotide analog lipid-conjugates, CMX001 and CMX157, which have demonstrated the potential for enhanced activity and safety in convenient, orally administered dosing regimens. CMX001 has shown broad-spectrum activity against double-stranded DNA viruses, including herpesviruses, adenoviruses and polyomaviruses. Chimerix anticipates beginning the Phase 3 SUPPRESS trial in the third quarter of 2013 for the prevention of cytomegalovirus infection in hematopoietic stem cell transplant recipients. Chimerix's second product candidate, CMX157, an oral nucleotide analog for the treatment of HIV infection, was licensed to Merck in July 2012.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding Chimerix’s timing for initiating the Phase 3 SUPPRESS trial, the efficacy of CMX001 and its ability to provide a broad spectrum of antiviral activity and the positive impact of CMX001 on transplant recipients. Risks that contribute to the uncertain nature of the forward-looking statements include: the accuracy of Chimerix’s estimates regarding its ability to initiate the SUPPRESS trial; the success of SUPPRESS and Phase 2 trials, the demonstrated efficacy of CMX001 in the SUPPRESS trial and Phase 2 trials; and regulatory developments in the United States and foreign countries. Other risks and uncertainties affecting Chimerix are described more fully in Chimerix’s filings with the Securities and Exchange Commission, including without limitation its Quarterly Report on Form 10-Q for the first quarter of 2013, as filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Chimerix undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
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| CHIMERIX, INC. | |
| 2505 Meridian Parkway, #340 | Tel: (919) 806-1074 |
| Durham, NC 27713 | Fax: (919) 806-1146 |
CHIMERIX CONTACTS:
Rebecca Heath, 919.972.7124
Elizabeth Kelly, 919.972.7109
MEDIA CONTACT:
Tony Plohoros
908.940.0135
tplohoros@6degreespr.com
INVESTOR CONTACT:
Lilian Stern
212.362.1200
lilian@sternir.com
| CHIMERIX, INC. | |
| 2505 Meridian Parkway, #340 | Tel: (919) 806-1074 |
| Durham, NC 27713 | Fax: (919) 806-1146 |