kl03017.htm
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): March 11, 2009
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-23047
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13-3864870
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
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(I.R.S.
employer
identification
no.)
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420
Lexington Avenue, Suite 408
New
York, New York
(Address
of principal executive offices)
|
|
10170
(Zip
code)
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Registrant’s
telephone number, including area code: (212) 672-9100
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On March
11, 2009, upon the recommendation of the Nominating and Corporate Governance
Committee of the Board of Directors (the “Board”) of SIGA Technologies, Inc., a
Delaware corporation (“SIGA”), the Board increased the maximum size of SIGA’s
Board to thirteen members, and appointed Joseph W. Marshall, III to fill the
vacancy created by such increase, effective immediately. Mr.
Marshall, 56, will serve a term through the date of the next annual meeting of
SIGA’s stockholders.
Mr.
Marshall will receive compensation consistent with that awarded to other Board
members for their duties performed in serving on the Board, as previously
disclosed in SIGA’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 9, 2008. As such, on the date of his
appointment, Mr. Marshall was granted fully vested stock options to purchase
25,000 shares of SIGA's common stock at an exercise price of $4.74 per share,
the closing market price of SIGA’s common stock on March 11, 2009.
In
addition, as disclosed on its Form 8-K dated February 3, 2009, SIGA appointed
Ayelet Dugary, formerly its Director of Finance and Controller, to be its Acting
Chief Financial Officer, effective February 1, 2009.
On March
11, 2009, SIGA entered into an Amendment (the “Dugary Amendment”) to the
Employment Agreement (the “Original Dugary Employment Agreement”) with Ms.
Dugary. Pursuant to the Dugary Amendment, Ms. Dugary’s annual base
salary increased from $180,000 to $225,000 and her annual cash bonus increased
from $40,000 to $50,000. In addition, in the event that Ms. Dugary’s
employment is not renewed by SIGA upon the expiration of its term, Ms. Dugary
will receive severance in an amount equal to her annual base salary at the time
of such nonrenewal. The Dugary Amendment also provides that Ms.
Dugary shall report to the Board, SIGA’s chief executive officer or any other
executive officer in a position senior to her. All other material
terms of the Original Dugary Employment Agreement remain unchanged.
Also on
March 11, 2009, SIGA entered into an Amendment (the “Hruby Amendment”) to
the Employment Agreement (the “Original Hruby Employment Agreement”
and, as amended, the “Hubry Employment Agreement”) with Dr. Dennis E. Hruby, its
Chief Scientific Officer. Pursuant to the Hruby Amendment, Dr.
Hruby’s annual base salary increased from $250,000 to $275,000 and his annual
cash bonus increased from a minimum of $62,400 and maximum of $125,000 to a
minimum of $75,000 and a maximum of $150,000. In addition, unless
either party provides notice of its desire not to renew the Hubry Employment
Agreement thirty (30) days prior to the expiration of the then-current term, the
Hubry Employment Agreement shall automatically renew for additional one (1) year
periods. In the event that Dr. Hruby’s employment is not renewed by
SIGA upon the expiration of its term, Dr. Hruby will receive severance in an
amount equal to his annual base salary at the time of such
nonrenewal. The Hruby Amendment also provides that Dr. Hruby shall
report to the Board, SIGA’s chief executive officer or any other executive
officer in a position senior to him. All other material terms of the
Original Hruby Employment Agreement remain unchanged.
The
foregoing summaries of the Dugary Amendment and the Hruby Amendment are
qualified in their entirety by reference to the Dugary Amendment and Hruby
Amendment filed as Exhibits 10.2 and 10.3 hereto, respectively, and incorporated
herein by reference.
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On March
11, 2009, the Board approved an amendment (the “Amendment”) to Section 3.1 of
the Bylaws of SIGA (the “Bylaws”), increasing the maximum size of SIGA’s Board
from twelve members to thirteen members in connection with the appointment of
Joseph W. Marshall, III to the Board, as set forth in Item 5.02
above.
The
foregoing summary of the amendment to the Bylaws is qualified in its entirety by
reference to the Amendment filed as Exhibit 3.1 hereto and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
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Description
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3.1
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Amendment
to the Bylaws of SIGA Technologies, Inc.
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10.1
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Employment
Agreement, dated as of January 22, 2007, between SIGA and Ayelet
Dugary
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10.2
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Amendment
to Employment Agreement, dated as of March 11, 2009, between SIGA and
Ayelet Dugary
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10.3
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Amendment
to Employment Agreement, dated as of March 11, 2009, between SIGA and Dr.
Dennis E.
Hruby
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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.
SIGA TECHNOLOGIES,
INC.
By: /s/ Ayelet
Dugary
Name: Ayelet
Dugary
Title: Acting
Chief Financial Officer
Date: March
12, 2009