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): December 20, 2007
MannKind Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-50865
(Commission File Number)
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13-3607736
(IRS Employer
Identification No.) |
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28903 North Avenue Paine
Valencia, California
(Address of principal executive offices)
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91355
(Zip Code) |
Registrant’s telephone number, including area code: (661) 775-5300
N/A
(Former name or former address, if changed since last report.)
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 (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))
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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. |
(b) On December 20, 2007, MannKind Corporation (the “Company”) and Richard L. Anderson, the
Company’s principal financial officer, entered into an agreement setting forth the terms of Mr.
Anderson’s future employment with the Company. Pursuant to the agreement, Mr. Anderson agreed to
delay his retirement from the Company until March 31, 2009. Other terms of the agreement are
described below.
(e) On December 20, 2007, the Company and Mr. Anderson entered into an agreement setting forth the
terms of Mr. Anderson’s future employment with the Company, including his transition to the
position of Corporate Vice President — Office of the Chairman upon the later of the date that a
new Chief Financial Officer commences employment at the Company or March 31, 2008. In this new
position, Mr. Anderson will continue to report to Hakan Edstrom, the Company’s President and Chief
Operating Officer, and will work not less than 75% of a full-time schedule, for which Mr. Anderson
will be paid a salary equal to 75% of his salary in effect immediately prior to his transition to
the new position. Mr. Anderson will be eligible for a 2008 year-end bonus that will be
proportionately adjusted to reflect the total salary paid to him during the year (as a percentage
of the total salary that would have been paid to him if he had not transitioned to the new
position). Upon his retirement on March 31, 2009, all of Mr. Anderson’s unvested stock options and
restricted stock unit awards that are subject to time-based vesting will become vested and the
stock options will be exercisable until March 31, 2011, on which date any unexercised stock options
will expire. Under the agreement, Mr. Anderson continues as an at-will employee of the Company,
and his employment may be terminated by either party prior to March 31, 2009. If the Company
terminates Mr. Anderson’s employment without cause as specified in the agreement or Mr. Anderson
terminates his employment for good reason as specified in the agreement or Mr. Anderson dies or
becomes disabled, the Company must pay Mr. Anderson (i) an amount equal to the salary that he would
have been paid had he worked until March 31, 2009, (ii) an amount equal to the average bonus paid
or payable to Mr. Anderson for the three years preceding the year in which his employment
terminates, and (iii) the premiums on the health insurance and additional health coverage for Mr.
Anderson and his family members until March 31, 2009, and all of Mr. Anderson’s unvested equity
awards that are subject to time-based vesting would become fully vested upon such event and his
stock options would be exercisable until the second anniversary of the date his employment
terminates. Under any circumstances, to receive the acceleration of equity award vesting benefit
and the extension of the time to exercise the stock options, Mr. Anderson must provide the Company
with a release of claims at that time. The description of the agreement between the Company and
Mr. Anderson contained in this current report is qualified in its entirety by reference to the copy
of the agreement filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number |
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Description |
99.1
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Agreement dated December 20, 2007 between the Company and Richard L. Anderson. |
Forward-Looking Statements
This current report contains forward-looking statements, including statements related to Mr.
Anderson’s future employment at the Company. Words such as “believes”, “anticipates”, “plans”,
“expects“, “intend”, “will”, “goal”, “potential” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based upon the Company’s current
expectations and involve risks and uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks related to the ability of Mr.
Anderson to complete the employment described in the agreement and other risks detailed in the
Company’s filings with the Securities and Exchange Commission, including its annual report on Form
10-K for the year ended December 31, 2006 and periodic reports on Form 10-Q and Form 8-K. Do not
place undue reliance on these forward-looking statements, which speak only as of the date of this
current report. All forward-looking statements are qualified in their entirety by this cautionary
statement, and, except where required by law, the Company undertakes no
obligation to revise or update any forward-looking statements to reflect events or circumstances
after the date of this current report.