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): February 1,
2010
Senesco
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31326
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84-1368850
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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303
George Street, Suite 420, New Brunswick, New Jersey
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08901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(732) 296-8400
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(Registrant's
telephone number,
including
area code)
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Not applicable
(Former
Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K 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 Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Resignation of Vice
President of Corporate Development and Secretary Effective February 1,
2010
On February 1, 2010, Sascha P. Fedyszyn
resigned from his positions as Vice President of Corporate Development and
Secretary of Senesco Technologies, Inc. (the “Company”). As a result
of such resignation, effective as of February 1, 2010, Mr. Fedyszyn will no
longer be employed by the Company or any of its affiliated
entities.
In connection with the foregoing, on
February 2, 2010, the Company entered into a Confidential Separation Agreement
and General Release (the “Agreement”) with Mr. Fedyszyn.
The material terms of the Agreement are
as follows:
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·
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The
Company will pay Mr. Fedyszyn severance in an amount equal to four months
of his current annual base salary, less all applicable federal and state
withholdings and deductions which are authorized or required by law, with
such amount to be paid in accordance with the Company’s normal payroll
schedule;
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·
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In
the event Mr. Fedyszyn elects continuation of coverage under COBRA, the
Company will pay the COBRA premiums for continuation of his group health
insurance coverage for a period of four months;
and
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·
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All
currently outstanding equity awards made to Mr. Fedyszyn during his course
of employment, to the extent any of the awards are stock options, shall
remain exercisable for the underlying shares of common stock until the
expiration date of such options as set forth in the applicable stock
option agreement. Mr. Fedyszyn shall not receive any additional
RSUs under either the Short Term Incentive Plan or Long Term Incentive
Plan.
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In consideration of the foregoing, the
Company and Mr. Fedyszyn executed a general release of the other
party.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported above, on February 1, 2010,
Sascha P. Fedyszyn resigned from his positions as Vice President of Corporate
Development and Secretary of the Company. In connection therewith, on
February 2, 2010, the Company entered into the Agreement with Mr. Fedyszyn, the
material terms of which are described in Item 1.01 above. A copy of
the Agreement is filed as exhibit 10.1 to this periodic report on Form
8-K.
Effective February 1, 2010, the Company
appointed Jack Van Hulst, a member of the Company’s Board of Directors and the
Company’s current President and Chief Executive Officer, to serve as Secretary
of the Company. In addition, currently there are no plans to replace
Mr. Fedyszyn’s position and Mr. Van Hulst will assume his
responsibilities.
Mr. Van
Hulst, age 70, has
been a director of the Company since January 2007 and was recently appointed to
serve as the President and Chief Executive Officer of the Company in November
2009. Mr. Van Hulst also serves as a director and member of the
compensation and audit committees of Napo Pharmaceuticals, Inc. and HiTech
Pharmacal, Inc. Mr. Van Hulst is also an advisory board member of
Arsenal Capital Partners and Chairman of The International Center in New York, a
non-profit organization. Mr. Van Hulst began his career in 1968 at
Organon, which was subsequently acquired by AKZO, N.V., the multinational human
and animal healthcare company, where he was based in Europe and the US and
responsible for establishing AKZO’s position in the US in the manufacturing and
sales and marketing of fine chemicals. Mr. Van Hulst later became President of
AKZO’s US Pharmaceutical Generic Drug Business and was responsible for
establishing AKZO in the US generic drug industry. From 1989 to 1999, Mr. Van
Hulst successively owned and led two generic pharmaceutical
companies. From 1999 to 2005, he was Executive Vice President at
Puerto Rico-based MOVA Pharmaceutical Corporation, a contract manufacturer to
the pharmaceutical industry that recently merged with Canadian-based
Patheon.
Mr. Van
Hulst is the current President and Chief Executive officer of the Company. In
addition, neither Mr. Van Hulst nor any member of his immediate family has
engaged, directly or indirectly, in any transaction, or series of similar
transactions, with the Company or any of its subsidiaries since June 30, 2008 in
which the amount involved exceeds $120,000, other than compensation paid in
connection with his service, in the aggregate, as a director and President and
Chief Executive Officer of the Company.
The
Company does not anticipate entering into an employment agreement with
Mr. Van Hulst.
Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits.
10.1
Confidential Separation Agreement and General Release by and between the Company
and Sascha P. Fedyszyn dated as of February 2, 2010.
17.1
Resignation Letter of Sascha P. Fedyszyn dated February 1, 2010.
99.1
Press Release dated February 4, 2010.
SIGNATURE
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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SENESCO
TECHNOLOGIES, INC. |
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Dated:
February 4, 2010
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By:
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/s/
Jack Van Hulst |
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Name:
Jack Van Hulst |
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Title:
Chief Executive Officer
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