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): August 10, 2007
NEKTAR THERAPEUTICS
(Exact name of Registrant as specified in its charter)
Delaware 0-24006 94-3134940
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Industrial Road
San Carlos, California 94070
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (650) 631-3100
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:
|_| 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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On August 10, 2007, the Company entered into a letter agreement with Timothy
A. Harkness (the "Letter Agreement"). Under the terms of the Letter Agreement,
Mr. Harkness will become the Company's new Senior Vice President and Chief
Financial Officer. On August 23, 2007, the Company issued a press release
announcing the appointment of Mr. Harkness, a copy of which is included as
Exhibit 99.1 to this filing.
Mr. Harkness, age 41, served as Chief Financial Officer of Molecular
Devices Corporation, a life sciences tools company, from 1998 through April 2007
when Molecular Devices was acquired by MDS Inc. He also had responsibility for
worldwide operations and manufacturing from 2005 through 2007 as Senior Vice
President of Operations at Molecular Devices. From 1997 to 1998, Mr. Harkness
was Vice President of Business Development at Vivra Specialty Partners, a
physician practice management company. From 1994 to 1997, Mr. Harkness was in
the Health Care Investment Banking group at Montgomery Securities and from 1989
to 1992 he was with Arthur Andersen & Co. Mr. Harkness holds an M.B.A. from
Stanford University Graduate School of Business, a B.B.A. from the University of
Wisconsin, and is a CPA.
Under the terms of the Letter Agreement, Mr. Harkness will receive an
annual base salary of $440,000 and an annual performance bonus target of at
least 50% of his base annual salary ("Performance Bonus Target") prorated for
his partial period of service in 2007. The actual amount of Mr. Harkness's
annual performance bonus will range from 0% to 150% of the Performance Bonus
Target based on the Compensation Committee's assessment (in consultation with
the Chief Executive Officer) of his achievement of a combination of corporate
and personal objectives. Mr. Harkness will be granted (i) a stock option to
purchase 200,000 shares of Company common stock ("Stock Option") pursuant to the
terms and conditions of the Company's 2000 Equity Incentive Plan (the "2000
Plan"), and (ii) a restricted stock unit for 10,000 shares ("RSU") of Company
common stock under the 2000 Plan. The exercise price of the Stock Option will be
set at the closing price of the Company's common stock on the Nasdaq Global
Market on the first day of Mr. Harkness's full-time employment with the Company
("Start Date"). The shares subject to the Stock Option will vest according to a
4-year vesting schedule with 25% of the shares subject to the Stock Option
vesting on the one year anniversary of the Start Date and the remainder vesting
monthly on a pro-rata basis over the remaining 3 years. The shares subject to
the RSU will vest according to a 4-year vesting schedule with 25% of the shares
subject to the RSU vesting on the one year anniversary of the Start Date and the
remainder vesting annually on a pro-rata basis over the remaining 3 years. At
the discretion of the Compensation Committee, Mr. Harkness will be eligible to
receive additional stock awards under the 2000 Plan or any successor plan. Mr.
Harkness is also eligible to participate in the Company's standard executive
benefits program including the change of control severance benefit plan,
medical, dental and vision insurance, term life insurance, 401(k) plan, flexible
health spending plan, and short & long-term disability upon the terms specified
in those plans.
In the event Mr. Harkness's employment is terminated by the Company
without cause or by him for good reason, the Company will enter into a severance
arrangement with Mr. Harkness which will, at a minimum, include the following:
(i) a mutual waiver and release, (ii) a cash severance payment equal to his
total annual cash compensation target (including base salary and the then
effective Performance Bonus Target), (iii) pro-rata vesting credit for his Stock
Option if the date of termination occurs prior to the first anniversary of the
Start Date, (iv) the exercise period for the vested and unexercised portion of
all stock options held by him shall be 12 months following the termination date,
and (v) the Company shall pay all applicable COBRA payments for him and his
family until the first anniversary of the termination date.
In the event of Mr. Harkness's death or disability: (i) 50% of the
unvested shares subject to all stock options held by Mr. Harkness shall
immediately vest in the event of his disability and 100% of such unvested shares
shall vest immediately in the event of his death, (ii) the Company shall pay Mr.
Harkness or, if applicable, his estate, his target bonus prorated for the
portion of the last year in which he was employed by the Company prior to his
death or disability, and (iii) Mr. Harkness and his dependents shall be entitled
to continued medical, dental and vision insurance at his or their own expense
under Nektar's insurance and benefit plans.
(e) Reference is made to Item 5.02(c) with respect to the description of the
terms and conditions of the Letter Agreement, which descriptions are
incorporated by reference into this Item 5.02(e) in their entirety.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. Description
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10.1 Offer Letter Agreement between Nektar Therapeutics and Tim Harkness,
executed on August 10, 2007.
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99.1 Press release titled "Nektar Therapeutics Appoints Tim Harkness as
Chief Financial Officer."
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Gil M. Labrucherie
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Gil M. Labrucherie
Senior Vice President, General
Counsel and Secretary
Date: August 23, 2007
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