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 18, 2007
ZIOPHARM
Oncology, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-32353
|
84-1475642
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1180
Avenue of the Americas, 19th
Floor
New
York, NY 10036
(Address
of principal executive offices) (Zip Code)
(646)
214-0700
(Registrant’s
telephone number, including area code)
(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 Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Employment
Agreement Extension with Richard E. Bagley
On
July
21, 2004, ZIOPHARM Oncology, Inc. (the “Company”) entered into a three year
employment agreement with Richard E. Bagley, pursuant to which Mr. Bagley is
serving as President, Chief Operating Officer, Chief Financial Officer, and
Treasurer through June 30, 2007. Following approval by the Company’s Board of
Directors at a meeting held June 18, 2007, the Company entered into an
Employment Agreement Extension with Mr. Bagley (the “Extension”), pursuant to
which the Company extended the term of Mr. Bagley’s employment for an additional
one year period at his current annual base salary of $275,000.
A
copy of
the Extension is attached hereto as Exhibit 10.1 and is incorporated herein
by
reference.
Approval
of Stock Option Grants
Pursuant
to approval obtained at a meeting held June 18, 2007, the Company awarded
stock
option grants to employees and directors. Included among these grants were
stock
options to purchase up to 35,000 and 25,000 shares, issued to Dr. Jonathan
Lewis
and Mr. Bagley, respectively, and stock options to purchase up to 15,000
shares
granted to the each of the Company’s six non-employee directors.
The
stock
options were granted on June 18, 2007, have an exercise price per share equal
to
$4.85 and vest in three equal annual installments commencing on June 18,
2008,
2009 and 2010.
Amendment
to Director Compensation
At
a
meeting held June 18, 2007, the Company’s Board of Directors amended its
director compensation arrangements effective immediately. Under these amended
arrangements, each non-employee director of the Company will receive a $3,750
quarterly cash retainer paid in arrears plus $2,000 for each Board of Director’s
meeting attended by such director. In addition, the chairman of the Company’s
audit committee will receive an additional quarterly cash retainer of $2,500
paid in arrears. With the exception of the chairman of the audit committee,
each
other non-employee director serving on the Company’s audit committee,
compensation committee and nominating committee will receive a $1,000 cash
payment for each committee meeting attended by such director.
1
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment
Agreement Extension dated June 18, 2007 by and between ZIOPHARM Oncology, Inc.
and Richard Bagley.
2
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.
| ZIOPHARM Oncology, Inc.: | ||
|
(Registrant)
|
||
| |
|
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| Date: June 18, 2007 | By: | /s/ Jonathan Lewis |
|
Jonathan Lewis |
||
| Chief Executive Officer | ||
3
Exhibit
Index
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Exhibit
No.
|
Description
|
|
10.1
|
Employment
Agreement Extension dated June 18, 2007 by and between ZIOPHARM Oncology,
Inc. and Richard Bagley.
|
Exhibit
10.1
EMPLOYMENT
AGREEMENT EXTENSION
Reference
is made to the Employment Agreement (the “Agreement”), dated as of July 21,
2004, by and between Ziopharm, Inc., a Delaware corporation and the predecessor
to ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and RICHARD
BAGLEY (the “Employee”). All terms used, but not otherwise defined herein, shall
have the meanings assigned to them in the Agreement.
Each
of
the Board, the Company and the Employee hereby consent and agree as
follows:
| 1. |
Pursuant
to Section 2 of the Agreement, the Term is extended for an additional
one
(1) year period.
|
| 2. |
The
first sentence of Section 4(a) of the Agreement is hereby amended
and
restated in its entirety, as follows: “The Company shall pay Employee a
salary (the “Base Salary”) equal to Two Hundred Seventy-Five Thousand
Dollars ($275,000) per year.”
|
Except
for the extension of the Term and the amendment to Section 4(a) of the Agreement
provided above, the terms and conditions of the Agreement remain applicable
in
their entirety.
IN
WITNESS WHEREOF, the Company and the Board have caused their respective duly
authorized officer and representative to execute and the Employee has personally
set his hand hereto as of the date set forth below.
|
ZIOPHARM
Oncology, Inc. and
Its
Board of Directors
|
||
| |
|
|
| By: | /s/ Jonathan Lewis | |
|
Name: Jonathan Lewis, M.D. |
||
| Title: Chief Executive Officer | ||
| EMPLOYEE | ||
| |
|
|
| By: | /s/ Richard Bagley | |
|
Name: Richard Bagley |
||
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Dated:
|
June 18, 2007 |