-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItBEd9fj+KfR4E/5WgDQqzFXuwm91jhwqXpd03K0Pioc4oUFq09gj1f6nCnyOsCY 3YIslHPsG80AhcuvEN0iWg== 0000950134-05-004911.txt : 20050314 0000950134-05-004911.hdr.sgml : 20050314 20050314161826 ACCESSION NUMBER: 0000950134-05-004911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050308 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONYX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012140 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943154463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28298 FILM NUMBER: 05678648 BUSINESS ADDRESS: STREET 1: 2100 POWELL STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5105976500 MAIL ADDRESS: STREET 1: 2100 POWELL STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 8-K 1 f06839e8vk.htm FORM 8-K e8vk
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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): March 8, 2005

ONYX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

     
0-28298   94-3154463
(Commission File No.)   (IRS Employer Identification No.)

2100 Powell Street
Emeryville, California 94608

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 597-6500

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


TABLE OF CONTENTS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Signatures
EXHIBIT INDEX
EXHIBIT 10.44
EXHIBIT 99.1


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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On March 9, 2005, the Board of Directors and the Compensation Committee of Onyx Pharmaceuticals, Inc. awarded bonuses to the Company’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) in respect of the officers’ and the Company’s performance for the fiscal year ended December 31, 2004. The following bonuses were awarded for fiscal year 2004:

         
Name and Title   Bonus  
Hollings C. Renton
  $ 200,000  
Chairman of the Board, President and Chief Executive Officer
       
Leonard E. Post, Ph.D.
  $ 110,000  
Senior Vice President, Research and Development
       
Scott M. Freeman, M.D.
  $ 105,000  
Vice President, Clinical Development
       
Gregory J. Giotta, Ph.D., J.D.
  $ 60,000  
Vice President and Chief Legal Counsel
       
Jeanne Y. Jew
  $ 65,000  
Vice President, Corporate and Commercial Development
       

     On March 9, 2005, the Board and the Compensation Committee also approved fiscal 2005 base salaries for the named executive officers. The Compensation Committee of the Board of Directors annually evaluates the performance and determines the compensation of the Company’s officers based on the Compensation Committee’s assessment of the individual’s performance, corporate performance and relative compensation for competitive positions in similar-sized, publicly-traded biopharmaceutical companies in Northern California. The 2005 base salaries for the named executive officers are listed in Exhibit 10.44 hereto and are incorporated herein by reference. These salaries may be changed at any time at the discretion of the Compensation Committee. Each of the named executive officers is employed “at will.”

Item 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     On March 8, 2005, George A. Scangos resigned from Onyx’s Board of Directors effective immediately. On March 9, 2005, Thomas G. Wiggans was appointed to serve on Onyx’s Board of Directors as a Class II director until Onyx’s 2007 annual stockholders’ meeting. Mr. Wiggans was also appointed to serve on Onyx’s Audit Committee.

     A copy of the press release further describing these changes is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

     
Number   Description
10.44
  2005 Base Salaries for Named Executive Officers.
99.1
  Press Release titled “Onyx Pharmaceuticals Names Thomas G. Wiggans to its Board,” dated March 10, 2005.

 


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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.

         
    ONYX PHARMACEUTICALS, INC.
 
       
Dated: March 14, 2005
  By:   /s/ Marilyn E. Wortzman
       
      Marilyn E. Wortzman
Vice President, Finance and Administration

 


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EXHIBIT INDEX

     
Number   Description
10.44
  2005 Base Salaries for Named Executive Officers.
99.1
  Press Release titled “Onyx Pharmaceuticals Names Thomas G. Wiggans to its Board,” dated March 10, 2005.

 

EX-10.44 2 f06839exv10w44.htm EXHIBIT 10.44 exv10w44
 

EXHIBIT 10.44

2005 Base Salaries for Named Executive Officers

         
Name and Title   Salary  
Hollings C. Renton
  $ 425,000  
Chairman of the Board, President and Chief Executive Officer
       
Leonard E. Post, Ph.D.
  $ 315,000  
Senior Vice President, Research and Development
       
Scott M. Freeman, M.D.
  $ 270,000  
Vice President, Clinical Development
       
Gregory J. Giotta, Ph.D., J.D.
  $ 275,000  
Vice President and Chief Legal Counsel
       
Jeanne Y. Jew
  $ 245,000  
Vice President, Corporate and Commercial Development
       

 

EX-99.1 3 f06839exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1

ONYX PHARMACEUTICALS NAMES THOMAS G. WIGGANS TO ITS BOARD

EMERYVILLE, CALIF. — Mar. 10, 2005

Contact:
Julie Wood
510-597-6505

Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) today reported that Thomas G. Wiggans has been appointed to the company’s Board of Directors and will serve as a member of its audit committee. The company also announced that George A. Scangos, Ph.D. has resigned his seat on the Board.

“I have had the privilege of working with Tom on the Board of BIO. On those occasions, I have always been impressed with his ability to quickly identify the most critical issues, to provide strategic insights and to propose creative business solutions,” said Hollings C. Renton, Onyx’s president and chief executive officer. “Onyx will certainly take advantage of his extensive commercial experience as we prepare for the possible market launch of our first product next year. Tom will nicely complement the talents of our existing board members, and, on behalf the entire board, it’s a pleasure to welcome Tom.”

Since 1994, Mr. Wiggans has been the Chief Executive Officer of Connetics Corporation, a biotechnology company. During the majority of that time, he also served as President. Prior to Connetics, Mr. Wiggans was President and Chief Operating Officer of CytoTherapeutics, Inc., a biotechnology company. Earlier in his career, Mr. Wiggans served in various positions at Ares-Serono Group, including as President of its U.S. pharmaceutical operations and as Managing Director of its U.K. pharmaceutical operations. Before joining Ares-Serono, he held sales and marketing positions with Eli Lilly and Company. Mr. Wiggans also serves on the boards of Connetics Corporation and Abgenix, Inc. In addition, he is a director of the Biotechnology Industry Organization (BIO), and serves as a member of its Executive Committee and its Emerging Company Section. In addition, he is Chairman of the Biotechnology Institute, a non-profit educational organization. Mr. Wiggans received his B.S. in Pharmacy from the University of Kansas and his M.B.A. from Southern Methodist University.

“George Scangos has been an active and valuable board member,” stated Mr. Renton. “His strategic judgment and his appreciation of the unique challenges facing small development-stage companies has been a welcome and useful perspective. Though I regret George’s departure, the combination of Exelixis’ broadening cancer initiatives and the advancing state of our clinical development program, make this an ideal time to effect this change.”

Onyx Pharmaceuticals is engaged in the development of novel cancer therapies that target the molecular basis of cancer. With its collaborators, the company is developing small molecule drugs, including BAY 43-9006 with Bayer Pharmaceuticals Corporation. For more information about Onyx’s pipeline and activities, visit the company’s website at www.onyx-pharm.com.

 

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