8-K

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): August 23, 2007

HELIX BIOMEDIX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	033-20897-D	91-2099117
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)

22118 20th Avenue SE, Suite 204

Bothell, Washington 98021

(425) 402-8400

(Address and telephone number of registrant’s principal executive offices)

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))

Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2007, Helix BioMedix, Inc. (the “Company”), upon approval by the Compensation Committee of the Company’s Board of Directors, entered into amendments to the employment agreements of each of the following executive officers of the Company in order to provide each such executive officer with a comparable severance package upon termination of employment by the Company (subject to the terms and conditions of each respective employment agreement), including six months of such executive officer’s annual base salary, net of up to 50% of any compensation received by such executive officer in connection with any subsequent employment within a reasonable time after termination:

R. Stephen Beatty – President and Chief Executive Officer
Dr. Timothy J. Falla – Vice President and Chief Scientific Officer
David H. Kirske – Vice President and Chief Financial Officer

The aforementioned employment agreement amendments had been considered and approved by the Compensation Committee in May 2007 and are effective as of June 15, 2007. Copies of the employment agreement amendments are being filed as Exhibits 99.1, 99.2 and 99.3 hereto, respectively, and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jack Clifford has been appointed to the Company’s Board of Directors as a Class III Director effective as of August 23, 2007. In connection therewith, the Compensation Committee of the Board of Directors, in accordance with the Company’s established director compensation policy, intends to grant to Mr. Clifford non-qualified stock options to purchase up to 25,000 shares of the Company’s Common Stock pursuant to the Company’s 2000 Stock Option Plan at an exercise price equal to the closing price of the Company’s Common Stock on the date of grant, which options shall be fully vested as of the date of grant.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Third Amendment to Employment Agreement by and between Helix BioMedix, Inc. and R. Stephen Beatty
99.2	Third Amendment to Employment Agreement by and between Helix BioMedix, Inc. and Dr. Timothy J. Falla
99.3	First Amendment to Employment Letter Agreement by and between Helix BioMedix, Inc. and David H. Kirske

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.

	HELIX BIOMEDIX, INC.
Dated: August 29, 2007	By:	/s/ R. Stephen Beatty
		R. Stephen Beatty
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and R. STEPHEN BEATTY (“Executive”).

RECITALS

     WHEREAS, Helix and Executive entered into an Employment Agreement effective July 1, 2003, as amended (the “Agreement”); and

     WHEREAS, Helix and Executive wish to further amend the Agreement as provided herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The last sentence of Section 5(b) of the Agreement is hereby amended and restated in its entirety as follows:

“Executive will have the duty to mitigate the costs to the Company by attempting to obtain other employment within a reasonable time after termination. During the period Executive is entitled to receive severance payments hereunder, the monthly payment otherwise due from the Company shall be reduced by fifty percent (50%) of Executive’s monthly compensation from such other employment.”

     2. Section 3(e) of the Agreement is hereby amended to add the following provisions:

(2)

Company will maintain a policy of insurance for directors’ and officers’ liability with such coverage as may be determined by the Board. Executive will be included within that policy of insurance with the premiums paid by Company.

(3)

For purposes of this Section 3(e), vacation shall not include time spent by Executive at events attended by (i) persons who hold or represent the holders of at least 20% of the Company’s outstanding voting stock; or (ii) any person with whom the Company has an existing Consulting Agreement as long as a material purpose of such time is Company-related. The Company hereby acknowledges that Executive intends to attend certain national bridge-related events during each year at which a significant percentage of the Company’s current stockholders are present. The Company encourages such participation by Executive and hereby acknowledges that it will reimburse Executive for the reasonable costs of attending such events and that the time associated with such events will not be considered as vacation. The Company reserves the right to review this situation on a year-by-year basis.

     3. The effective date of this Amendment shall be June 15, 2007.

     4. The parties hereto hereby acknowledge the continuing effect of the Agreement except as specifically modified by this Amendment.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

HELIX BIOMEDIX, INC.	EXECUTIVE:
By: Jeffrey A. Miller, Ph.D	R. Stephen Beatty
Director

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EX-99.2

Exhibit 99.2

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and TIMOTHY FALLA, PH.D. (“Executive”).

RECITALS

     WHEREAS, Helix and Executive entered into an Employment Agreement effective July 1, 2003, as amended (the “Agreement”); and

     WHEREAS, Helix and Executive wish to further amend the Agreement as provided herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The first sentence of Section 5(b) of the Agreement is hereby amended and restated in its entirety as follows:

“Upon termination by the Company without Cause (as defined below), the Company shall pay Executive any unpaid annual base salary, any amount due but not paid under any Company incentive compensation plan, earned but unused vacation and bonuses due (if any) for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment; and monthly severance payments equivalent to six (6) months base salary.”

     2. The last sentence of Section 5(b) of the Agreement is hereby amended and restated in its entirety as follows:

“Executive will have the duty to mitigate the costs to the Company by attempting to obtain other employment within a reasonable time after termination. During the period Executive is entitled to receive severance payments hereunder, the monthly payment otherwise due from the Company shall be reduced by fifty percent (50%) of Executive’s monthly compensation from such other employment.”

     3. The effective date of this Amendment shall be June 15, 2007.

     4. The parties hereto hereby acknowledge the continuing effect of the Agreement except as specifically modified by this Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

HELIX BIOMEDIX, INC.	EXECUTIVE:
By: R. Stephen Beatty	Timothy Falla, Ph.D.
President and CEO

EX-99.3

Exhibit 99.3

FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT

     This FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of June 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and DAVID H. KIRSKE. (“Employee”).

RECITALS

     WHEREAS, Helix and Employee entered into a letter agreement dated July 2, 2004 (the “Agreement”); and

     WHEREAS, Helix and Employee wish to amend the Agreement as provided herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The last paragraph of Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

“ANNUAL REVIEW:

The Board of Directors shall review your compensation and performance annually, and you shall be eligible for an increase in your base salary or other compensation based on such review.”

     2. The first paragraph of Section 7 of the Agreement is hereby amended and restated in its entirety as follows:

“Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability. Notwithstanding the foregoing, in the event that the Company terminates this employment relationship without Cause (as defined below) or you terminate this employment relationship with Good Reason (as defined below), the Company will pay you any unpaid annual base salary, any amount due but not paid under any Company incentive compensation plan, earned but unused vacation and bonuses due (if any) for services already performed (subject to normal withholding and other deductions) to the effective date of termination of employment; and monthly severance payments equivalent to six (6) months base salary. These payments will be made in accordance with the Company’s customary payroll schedule, minus deductions required by law. In addition, any options to purchase capital stock of the Company held by you on the date of such termination shall automatically be deemed to be fully vested and exercisable. The Company will issue and file appropriate tax documents in connection with any severance payments. Payment of the above-described severance compensation and benefits is conditioned on the execution by you of a full mutual release of all claims related to your employment with or termination from the Company in substantially the form attached hereto as Exhibit A. Such a release will not include accrued and unpaid wages and benefits, claims to industrial insurance, vested pension benefits or indemnification rights. You will have the duty to mitigate the costs to the Company by attempting to obtain other employment within a reasonable time after termination. During the period you are entitled to receive severance payments hereunder, the monthly payment otherwise due from the Company shall be reduced by fifty percent (50%) of your monthly compensation from such other employment. For purposes hereof, the term “Cause” shall mean if you (i) are convicted of a felony or any crime involving dishonesty, breach of trust, or physical harm to any person or relating to the business of the Company or any successor company (or enter a pleas of guilty or nolo contendere with respect thereto); (ii) repeatedly report to work under the influence of alcohol or illegal drugs;

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(iii) substantially and repeatedly fail to perform the duties as reasonably directed by the President of the Company or any successor company, (iv) are found by a court of competent jurisdiction to have made unauthorized use or disclosure of confidential information or trade secrets; or (v) engage in gross negligence or willful misconduct in carrying out your duties as an employee of the Company or any successor company, and the term “Good Reason” shall mean the occurrence of any of the following events without your consent: (i) a demotion or other material reduction in the nature or status of your responsibilities or (ii) a material reduction in your annual base salary or any failure by the Company to satisfy its duty to compensate you as required hereunder.”

     3. Exhibit A attached hereto shall become Exhibit A to the Agreement:

     4. The effective date of this Amendment shall be June 15, 2007.

     5. The parties hereto hereby acknowledge the continuing effect of the Agreement except as specifically modified by this Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

HELIX BIOMEDIX, INC.	EMPLOYEE:
By: R. Stephen Beatty	David H. Kirske
President and CEO

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EXHIBIT A

WAIVER AND RELEASE

For and in consideration of the severance payments and benefits set out in the agreement attached hereto, the undersigned (“Employee”), on behalf of himself and his agents, heirs, successors and assigns, expressly waives any claims against Helix BioMedix, Inc. (the “Company”) and releases the Company (including its officers, directors, stockholders, managers, agents and representatives) from any and all claims, demands, liabilities, damages, obligations, actions or causes of action of any kind, known or unknown, past or present, arising out of, relating to, or in connection with Employee’s employment, termination of employment, or the holding of any office with the Company or any other related entity. The claims released by the Employee include, but are not limited to, claims for defamation, libel, invasion of privacy, intentional or negligent infliction of emotional distress, wrongful termination, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, or for violation of any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Program or any other legal limitation on the employment relationship.

This Waiver and Release shall not waive or release claims (1) where the events in dispute first arise after execution of this Waiver and Release; (2) for rights or benefits due under the agreement attached hereto; or (3) relating to Employee’s rights to indemnity as a corporate officer of Company.

Employee agrees he has been provided the opportunity to consider whether to enter into this Waiver and Release and has voluntarily chosen to enter into it on this date. This Waiver and Release shall be effective when signed. Employee acknowledges that he is voluntarily executing this Waiver and Release, that he has carefully read and fully understands all aspects of this Waiver and Release and the attached agreement, that he has not relied upon any representations or statements not set forth herein or made by the Company’s agents or representatives, that he has been advised to consult with an attorney prior to executing this Waiver and Release, and that, in fact, he has consulted with an attorney of his choice as to the subject matter and effect of this Waiver and Release.

Dated:                      ___, 20___ Employee

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