UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 2005
Callisto Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32325 13-3894575
(State or other jurisdiction (Commission IRS Employer
of incorporation or organization) File Number) Identification No.)
420 Lexington Avenue, Suite 1609
New York, New York 10170
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 297-0010
(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:
[_] Written communication 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 28, 2005, Callisto Pharmaceuticals, Inc. (the "Company") entered
into an Employment Agreement with Pamela Harris, M.D., F.A.C.P., its Chief
Medical Officer. A copy of the Employment Agreement is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Pursuant to the Employment Agreement, the Company will employ Dr. Harris
for a period of 1 year commencing March 28, 2005 which will be automatically
renewed for successive 1 year periods until written notice not to renew is
delivered by either the Company or Dr. Harris. Dr. Harris will be paid an annual
base salary of $220,000 ("Base Salary"). In addition, Dr. Harris will be
eligible to earn an annual cash bonus of up to $20,000 based on meeting
performance objectives and bonus criteria.
Dr. Harris will be granted an aggregate 200,000 incentive stock options
pursuant to the Company's stock option plan with an exercise price of $1.54 per
share. 100,000 of such options will vest pursuant to the following schedule:
30,000 options will vest on March 28, 2006; 30,000 options will vest on March
28, 2007; and 40,000 options will vest on March 28, 2008. The remaining 100,000
options will vest pursuant to the following schedule: 30,000 options will vest
upon the successful completion of a Phase IIb clinical trial for Atiprimod or a
comparable clinical trial involving another Company drug candidate, other than
Atiprimod or Annamycin; 30,000 options will vest upon the successful completion
of a Phase IIb clinical trial for Annamycin; and 40,000 options will vest upon
the successful completion of a Phase III clinical trial for Annamycin.
During the term of her employment and for a period thereafter, Dr. Harris
will be subject to non-competition and non-solicitation provisions, subject to
standard exceptions.
ITEM. 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On March 28, 2005, Pamela Harris was appointed as Chief Medical Officer
of the Company. From March 2004 to March 2005, Dr. Harris was Team Leader/
Senior Medical Director for Pfizer, Inc. From May 2003 to January 2004, Dr.
Harris was a Clinical Science Team Leader/Consultant with Hoffman-La Roche
Pharmaceuticals and from December 2003 to April 2003, she was interim Director
of Clinical Research for Nabi Biopharmaceuticals. From 1999 to 2002, Dr. Harris
was Director, Clinical Research for Wyeth.
The information set forth in Item 1.01 above is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Employment Agreement dated March 28, 2005 between the Company and
Pamela Harris.
99.1 Press Release dated March 29, 2005.
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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.
Dated: March 30, 2005
CALLISTO PHARMACEUTICALS, INC.
By: /s/ GARY S. JACOB
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Gary S. Jacob, Ph.D.
Chief Executive Officer
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