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)
December
3, 2010
HEMISPHERX
BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27072
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52-0845822
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(state
or other juris-
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(Commission
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(I.R.S.
Employer
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diction
of incorporation)
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File
Number)
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(Identification
No.)
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1617
JFK Boulevard, Philadelphia, Pennsylvania
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19103
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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: (215) 988-0080
(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 of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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))
Section 1 – Registrant’s
Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
See Item
5.02 below.
Section 5 – Corporate
Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
December 3, 2010, the Company entered into an employment agreement (the
“Agreement”) with Charles T. Bernhardt, our Chief Financial Officer and Chief
Accounting Officer since January 2009. The Agreement expires on December 31,
2011, unless sooner terminated for cause, death or disability, or upon 30 days
prior written notice by Mr. Bernhardt. The Agreement automatically renews for
additional one year periods unless the Company or Mr. Bernhard provide notice of
nonrenewal at least 120 days prior to the end of the then current term. Mr.
Bernhard’s base annual salary is $200,000 and is subject to annual cost of
living increases. He also is entitled to an annual performance bonus of up to
25% at the discretion of the Compensation Committee. The Agreement provides that
Mr. Bernhardt be paid a base salary and benefits through the last day of the
then term of the Agreement if he is terminated without “cause”, as that term is
defined in Agreement. In addition, should Mr. Bernhardt terminate the Agreement
or the Agreement be terminated due to his death or disability, the Agreement
provides that he be paid a base salary and benefits through the last day of the
month in which the termination occurred and for an additional twelve month
period. In the event of a change of control of the Company, the term of the
Agreement automatically is extended an additional three years. Further, pursuant
to the Agreement, the Company is issuing to Mr. Bernhardt non-qualified stock
options to purchase 100,000 shares of the Company’s common stock, exercisable
over a ten year period at an exercise price equal to 110% of the closing price
of the Company’s common stock on the NYSE Amex.
On
December 3, 2010, the Company’s Board of Directors approved the recommendations
of the Compensation Committee and awarded a deferred bonus to Thomas K. Equels,
the Company’s Executive Vice Chairman of the Board, General Counsel and
Secretary, for his services as legal counsel to the Company from 2008 to June
2010, when he became an employee of the Company, in the amount of $150,000. In
recommending this bonus, the Compensation Committee cited among his many
accomplishments Mr. Equels’ successfully obtaining a judgment in Federal
District Court of approximately $188 million against JCI/Bioclones and his
instrumental involvement in settling the Class Action Security litigation suit
for an amount covered by the Directors and Officers Insurance, including legal
fees.
Item 9.01.
Financial Statements and Exhibits.
(c) Exhibits:
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10.1
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Charles
T. Bernhardt Employment Agreement (dated December 3,
2010).
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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.
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HEMISPHERX
BIOPHARMA, INC. |
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December
8, 2010
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By:
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/s/ William A. Carter
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William
A. Carter M.D.,
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Chief
Executive
Officer
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