Cadence Pharmaceuticals, Inc.
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): March 18, 2008
CADENCE
PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-33103
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41-2142317 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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12481 High Bluff Drive, Suite 200, San Diego, California
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92130 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (858) 436-1400
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
1. Bonuses Payable to Executive Officers for Fiscal 2007. On March 18, 2008, the
Compensation Committee of the Board of Directors (the Compensation Committee) of Cadence
Pharmaceuticals, Inc. (the Company) approved cash bonus payments for the 2007 fiscal year to be
paid to the Companys named executive officers (NEOs) (as defined in Item 402(a)(3) of
Regulation S-K promulgated by the Securities and Exchange Commission) with respect to the
performance of the Company and such officers for the fiscal year ended December 31, 2007. In
addition, the Compensation Committee approved the promotion of David A. Socks to the position of
Senior Vice President, Corporate Development and Strategy, at an annualized salary of $260,130.
The bonus payments were based on an assessment by the Compensation Committee that the achievement
of the Companys corporate performance objectives for the year was 89%. These performance
objectives included (i) the advancement of clinical development programs for the Companys
Acetavance and Omigard product candidates, (ii) the completion of a manufacturing development
objective for Acetavance, and (iii) the achievement of certain business development objectives.
Under the terms of the Companys 2007 Bonus Plan, the NEOs are eligible to receive a bonus ranging
from zero to 150% of their target bonus based on achievement of corporate and individual
performance goals for 2007. The target bonus for Theodore R. Schroeder, the Companys President
and Chief Executive Officer, for 2007 is equal to 50% of his base salary. The target bonus for
executive and senior vice presidents for 2007 is 30%, and for vice presidents, 25%, of their
respective base salaries. The 2007 bonuses approved by the Compensation Committee were as follows:
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Title |
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2007 Bonus |
Theodore R. Schroeder |
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President and Chief Executive Officer |
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$170,000 |
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William R. LaRue |
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Senior Vice President, Chief |
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$81,225 |
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Financial Officer, Treasurer and |
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Assistant Secretary |
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James B. Breitmeyer |
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Executive Vice President and Chief |
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$97,716 |
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Medical Officer |
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Hazel M. Aker* |
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Senior Vice President, General |
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$52,979 |
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Counsel and Secretary |
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David A. Socks |
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Senior Vice President, Corporate |
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$55,085 |
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Development and Strategy |
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Ms. Aker commenced her employment with the Company in April 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: March 21, 2008 |
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CADENCE PHARMACEUTICALS, INC. |
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By:
Name:
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/s/ William R. LaRue
William R. LaRue
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Title:
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Senior Vice President, Chief Financial
Officer, Treasurer and Assistant
Secretary |
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