8-K 1 d391180d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2012



BioDelivery Sciences International, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-31361   35-2089858
(State or other jurisdiction
of incorporation)
File Number)

(IRS Employer

Identification No.)

801 Corporate Center Drive, Suite #210

Raleigh, NC

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 919-582-9050

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 to 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.

On and effective August 1, 2012, BioDelivery Sciences International, Inc. (the “Company”) and Benny Ward, the Company’s Executive Vice President of Business and Strategic Development (“Mr. Ward”), entered into a Separation and Release Agreement (the “Separation Agreement”) pursuant to which Mr. Ward’s employment with the Company was terminated without cause. The Separation Agreement reflects the agreement reached by the Company and Mr. Ward regarding Mr. Ward’s separation from service as an employee of the Company and will be fully effective following a seven day revocation period.

Pursuant to the Separation Agreement, Mr. Ward will receive a lump sum payment equal to twelve (12) months of salary (less taxes and withholdings) plus the rights to vested options and payment of salary through the separation date as well as for unused vacation time. The Separation Agreement also provides the Company with a general release by Mr. Ward.

The Company plans to fill Mr. Ward’s position in the future with the same or similar responsibilities.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K of the Company may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties, many of which are beyond the Company’s control. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ James A. McNulty

      Name: James A. McNulty
      Title:   Secretary, Treasurer and Chief Financial Officer