Richard Burgoon Seperation and Release
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): November 30, 2006
AEOLUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
0-50481 56-1953785
(Commission
File Number) (IRS
Employer Identification No.)
23811
Inverness Place
Laguna
Niguel, California 92677
(Address
of Principal Executive Offices, Including Zip Code)
949-481-9825
(Registrant’s
Telephone Number, Including Area Code)
__________________
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))
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
As a
result of the decision by Aeolus Pharmaceuticals, Inc. (“Aeolus” or the
“Company”) to change its strategic direction to focus on the clinical
development of AEOL 10150 as a protector of healthy normal cells in radiation
therapy, Aeolus determined that it no longer requires the services of Richard
P.
Burgoon, Jr., Aeolus’ former Chief Executive Officer. Mr. Burgoon’s employment
and Employment Agreement (the “Employment Agreement”) with the Company were
terminated effective November 30, 2006. The Employment Agreement provided for
an
annual salary of $200,000, a quarterly bonus of $37,707 which was used
exclusively to exercise 20,833 of Mr. Burgoon’s stock options each quarter, and
participation in the Company’s medical, dental and life insurance benefit
plans.
(e)
On
December 6, 2006, Aeolus entered into a Separation Agreement and General Release
(the “Separation Agreement”) with Mr. Burgoon. Pursuant to the terms of the
Separation Agreement, provided that Mr. Burgoon does not revoke the Separation
Agreement before December 14, 2006, Aeolus will make Mr. Burgoon a lump sum
payment of $50,000 (less applicable taxes and withholding) and provide Mr.
Burgoon with healthcare coverage through the earlier of June 30, 2007 or the
date on which Mr. Burgoon obtains full-time employment. In addition, Mr. Burgoon
will receive a lump sum payment of $37,707 to be used exclusively to exercise
an
aggregate of 20,883 shares subject to his outstanding stock option and will
be
entitled to an additional lump sum payment of $150,834 to be used exclusively
to
exercise his remaining stock options to purchase an aggregate of 83,336 shares
of common stock in the event that Aeolus’s Board of Directors and stockholders
approve a merger agreement with a specified third party by December 6, 2007.
In
addition, 145,831 shares of Aeolus common stock which have been held in trust
by
the Company on Mr. Burgoon’s behalf have been released to Mr. Burgoon. Under the
Separation
Agreement, Mr. Burgoon has provided a general
release of claims against Aeolus.
A
copy of
the Separation Agreement is attached as Exhibit 10.1 to this Current Report
on
Form 8-K, which
is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
#
|
|
Description
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10.1
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Separation
Agreement between Aeolus Pharmaceuticals, Inc. and Richard P. Burgoon,
Jr.
dated December 6, 2006
|
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.
AEOLUS
PHARMACEUTICALS, INC.
Date:
December 7, 2006
/s/
Michael P. McManus___________________
Michael
P. McManus
Chief
Financial Officer, Treasurer and Secretary