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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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 22, 2007
CADENCE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-33103
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41-2142317 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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12481 High Bluff Drive, Suite 200, San Diego, California
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92130 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants
telephone number, including area code: (858) 436-1400
(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 (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)) |
TABLE OF CONTENTS
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 22, 2007, the Compensation Committee of the Board of Directors (the Compensation
Committee) of Cadence Pharmaceuticals, Inc. (the Company) voted to approve the bonuses for the
Companys named executive officers (NEOs) (as defined in Item 402(a)(3) of Regulation S-K
promulgated by the Securities and Exchange Commission) with respect to the performance of the
Company and such officers for the fiscal year ended December 31, 2006 and base salaries for the
NEOs for the fiscal year ending December 31, 2007. The bonus payments were based on an assessment
by the Compensation Committee of the Companys achievement of certain corporate performance
objectives approved by the Companys Board of Directors for fiscal year 2006, which objectives
included (i) the acquisition of our IV APAP product candidate, (ii) the advancement of the
Companys clinical development programs, (iii) the achievement of certain corporate organizational
and infrastructure objectives and (iv) the completion of our initial public offering process, as
well as each officers respective performance against his personal goals for 2006. The 2007 base
salaries for the NEOs were based on a review of the Companys performance during 2006 and each
officers respective performance against his personal goals, the role each executive will play in
2007, and competitive salary data provided by third-party executive compensation consultants. The
2006 bonuses and 2007 base salaries approved by the Compensation Committee were as follows:
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Name |
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Title |
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2006 Bonus |
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2007 Base Salary |
Theodore R. Schroeder
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President and Chief
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$ |
150,000 |
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$ |
375,000 |
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Executive Officer |
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William R. LaRue
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Senior Vice President, Chief
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$ |
52,781 |
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$ |
285,000 |
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Financial Officer, Treasurer |
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and Secretary |
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Mike A. Royal, M.D., J.D.
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Vice President, Clinical
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$ |
52,161 |
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$ |
285,000 |
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Development, Analgesics |
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William S. Craig, Ph.D.
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Senior Vice President,
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$ |
76,784 |
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$ |
240,000 |
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Pharmaceutical |
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Development and |
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Manufacturing |
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David A. Socks
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Vice President, Business
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$ |
56,900 |
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$ |
230,000 |
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Development |
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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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Date: March 28, 2007 |
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CADENCE PHARMACEUTICALS, INC. |
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By:
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/s/ William R. LaRue |
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Name:
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William R. LaRue |
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Title:
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Senior Vice President, Chief Financial |
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Officer, Treasurer and Secretary |
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