i8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 2, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
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))
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Item
5.02.
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Departure
of Directors or Certain Officers: Election of Directors, Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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In
connection with the resignation, announced on June 15, 2009, of the Company’s
President and CEO Dr. Geoffrey Allan due to health concerns, the Company and Mr.
Allan entered into an separation agreement which is attached as Exhibit 10.1 to
this Form 8-K. Under the agreement, the Company will pay Mr. Allan a
lump-sum payment of $675,000, pay his health insurance premiums for up to 36
months, provide him use for 18 months of the automobile currently leased for
him, and extend the exercise period for his vested options to their expiration
dates.
In exchange
for these separation benefits, Mr. Allan released all claims that he might have
against the Company, its directors, officers, employees, and others relating to
his employment. Mr. Allan also agreed to a covenant not to compete
for 18 months and to comply with covenants not to compete or solicit contained
in the Company’s agreement with Merck & Co. In addition, Mr.
Allan agreed to comply with certain confidentiality restrictions.
Exhibit
No. Description
10.1 Separation Agreement and
General Release.
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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Insmed
Incorporated
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Date: July 2, 2009
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No. Description
10.1 Separation Agreement and
General Release.