- Current report filing (8-K)
March 18 2009 - 4:12PM
Edgar (US Regulatory)
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): March 12, 2009
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-28298
(Commission File Number)
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94-3154463
(I.R.S. Employer
Identification No.)
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2100 Powell Street
Emeryville, California 94608
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(510) 597-6500
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
2009 Annual Salaries, 2008 Fiscal Year Cash Bonuses and Equity Compensation Awards
On March 12, 2009, the Compensation Committee (the Committee) of the Board of Directors of
Onyx Pharmaceuticals, Inc. (Onyx) approved the 2009 annual salaries (effective retroactively to
January 1, 2009), 2008 fiscal year cash bonuses and equity compensation awards for certain of
Onyxs named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the
Securities and Exchange Commission (the SEC)). The Committee annually
evaluates the performance, and determines the compensation of Onyxs executive officers based on
its assessment of the individuals performance, corporate performance and relative
compensation for competitive positions in similar publicly-traded biopharmaceutical companies. Upon recommendation
by the Committee, the Board of Directors approved the 2009 annual salary, 2008 fiscal year cash bonus and equity compensation
awards for N. Anthony Coles, M.D., Onyxs President and Chief Executive Officer. The
salaries may be changed, and new equity awards may be awarded, at any time at the discretion of the
Committee or the Board of Directors. The 2009 annual salaries, 2008 fiscal year cash bonuses and
equity compensation awards for certain of the named executive officers are set forth in Exhibit
10.19 hereto and are incorporated herein by reference.
Amendment to N. Anthony Coles, M.D., Employment Agreement
On
March 12, 2009, upon recommendation by the Committee, the Board of
Directors approved an amendment to the employment agreement of Dr.
Coles to amend his current
relocation benefits (the Coles Amendment). Under the terms of Dr. Coles original employment
agreement (filed as Exhibit 10.1 to Onyxs Current Report on Form 8-K filed with the SEC on
February 26, 2008 (the Coles Employment Agreement)), Dr. Coles was entitled to $10,000 per month
in housing allowance for a period of 12 months following his start date, and Mortgage Assistance
Benefits, consisting of mortgage assistance payments of $6,000 per month for up to a total of 24
months thereafter, contingent upon his continued employment with Onyx. In recognition of changing
conditions in the United States housing market, the Board of Directors approved the Coles Amendment, which
provides for the continued payment by Onyx to Dr. Coles of $10,000 per month in housing allowance
for up to an additional 18 months, until such time as Dr. Coles purchases a home in the San
Francisco Bay Area, and is contingent upon Dr. Coles continued employment with Onyx. The
continued housing allowance is in lieu of, and replaces, the Mortgage Assistance Benefits as
provided for in the Coles Employment Agreement. In addition, the Board of Directors granted
to Dr. Coles a restricted stock award of 20,000 shares of Onyx common stock, which will vest in
full upon the first anniversary of the date of grant, provided Dr. Coles has purchased a home in
the San Francisco Bay Area by that date. If Dr. Coles has not purchased a home in the San
Francisco Bay Area by the first anniversary of the date of grant, then the award will vest in full
when he does purchase a home in the San Francisco Bay Area, provided the purchase occurs within 18
months of the date of grant. The restricted stock award will terminate and cancel if Dr. Coles has
not purchased a home in the San Francisco Bay Area within 18 months of the grant of the award.
The foregoing description is qualified in its entirety by the Coles Amendment, which will be
filed as an exhibit to Onyxs quarterly report on Form 10-Q for the three month period ending March
31, 2009.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Number
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Description
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10.19
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Base Salaries for Fiscal Year 2009, Cash Bonuses and Equity Compensation Awards for Fiscal Year
2008 for Certain Named Executive
Officers.
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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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Dated: March 18, 2009
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ONYX PHARMACEUTICALS, INC.
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By:
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/s/ Matthew K. Fust
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Matthew K. Fust
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Number
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Description
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10.19
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Base Salaries for Fiscal Year 2009, Cash Bonuses and Equity Compensation Awards for Fiscal Year
2008 for Certain Named Executive
Officers.
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