8-K: Current report filing
Published on May 5, 2006
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): May 5, 2006 (May 1,
2006)
Rexahn
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50590
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11-3516358
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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9620
Medical Center Drive
Rockville,
Maryland 20850
(Address
of principal executive offices) (Zip code)
(240)
268-5300
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
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Item
1.01
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Entry
into a Material Definitive Agreement.
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John
Holaday, a director of Rexahn Pharmaceuticals, Inc. (the "Company") resigned
from the Board of Directors effective May 1, 2006. Under
the
Company's Stock Option Plan (the "Plan"), a director whose service as a member
of the Board of Directors terminates may exercise any vested options for
a
period of 30 days after termination of service. In recognition of Dr. Holaday's
service as a director of the Company, the Board of Directors determined to
accelerate the vesting and extend the exercise period of Dr. Holaday's options
as described below.
The
Company and Dr. Holaday entered into an Extension of Stock Option Agreements
dated May 2, 2006 modifying the outstanding stock options granted to Dr.
Holaday
under the Plan such that upon the effectiveness of his resignation as a
director, all of Dr. Holaday's stock options became fully vested and exercisable
until 10 years from the respective dates of grant of the options.
The
above
description is qualified in its entirety by reference to the full text of
the
Extension of Stock Option Agreements, a copy of which is attached hereto
as
Exhibit 10.1 and incorporated herein by reference.
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Item
5.02.
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Departure
of Directors or Principal Executive Officers; Election of Directors;
Appointment of Principal
Officers.
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On
May 1,
2006, Inok Ahn and John Holaday both resigned, effective immediately, as
members
of the Board of Directors of the Company.
On
May 1,
2006, the Board of Directors of the Company elected Charles Beever, Kwang
Soo
Cheong and Y. Michele Kang to fill the vacancies created by the resignations
and
an existing vacancy created by an earlier director resignation.
There
is
no arrangement or understanding between the new directors and any other persons
pursuant to which they were elected as directors of the Company.
In
connection with the election of the new directors, the Board of Directors
also
established three committees of the Board and named the following directors
to
serve on those committees:
Audit
Committee
Kwang
Soo
Cheong (Chair), Charles Beever and Michele Kang
Nominating
and Corporate Governance Committee
Michele
Kang (Chair), David McIntosh and Young Soon Park
Compensation
Committee
David
McIntosh (Chair), Charles Beever and Kwang Soo Cheong
Mr.
Beever has been a partner and Vice President of Booz·Allen & Hamilton, Inc.
since October 1993, and served as staff member and Engagement Manager at
Booz·Allen Hamilton from January 1984 to October 2003. Prior to joining
Booz·Allen Hamilton, Mr. Beever served as Plant Production Manager from October
1981 to January 1984, Industrial Engineering Manager from June 1979 to October
1981 and Production Supervisor from July 1978 to June 1979 at McGraw-Edison
Company. Mr. Beever holds a B.A. in Economics from Haverford College, where
he
was elected to Phi Beta Kappa, and an M.B.A. from the Harvard Graduate School
of
Business Administration.
Dr.
Cheong has served as Assistant Professor in the Department of Finance since
2001
and the Interim Department Chair and Director of Finance Programs during
November 2005 at Johns Hopkins University. Dr. Cheong served as Assistant
Professor at the University of Hawaii from 1994 to 2001. During the summer
of
1995, Dr. Cheong was a Visiting Fellow in the Taxation and Welfare Division
in
the Korea Development Institute. From 1993 to 1994, Dr. Cheong was a lecturer
at
the Stanford University Department of Economics. Dr. Cheong holds a B.A.
in
Economics and an M.A. in Economics from Seoul National University, and a
Ph.D.
in Economics from Stanford University.
Ms.
Kang
has served as Vice President and General Manager of Northrop Grumman Information
Technology’s Health Solutions division since 2003; Vice President and Deputy
General Manager, Global Information Technology of Northrop Grumman Mission
Systems from 2001 to 2003; and Vice President, e-Business of Northrop Grumman
Mission Systems from 2000 to 2001. She is a member of the eHealth Initiative
Leadership Council and a member of the steering committee of Connecting for
Health. Prior to joining Northrop Grumman, Ms. Kang was a partner in the
Strategic Advisory Services group of Ernst & Young LLP. Ms. Kang received a
B.A. in Economics from the University of Chicago and a Master’s degree in Public
and Private Management from the Yale School of Management.
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Item
9.01.
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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10.1
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Extension
of Stock Option Agreements dated May 2, 2006 by and between Rexahn
Pharmaceuticals, Inc. and John
Holaday.
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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.
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REXAHN
PHARMACEUTICALS, INC.
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(Registrant)
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By
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/s/
Chang H. Ahn
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Chang
H. Ahn
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Chairman
and Chief Executive Officer
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Date: May
5,
2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Extension
of Stock Option Agreements dated May 2, 2006 by and between Rexahn
Pharmaceuticals, Inc. and John
Holaday.
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