irbio8k122208.htm
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 22,
2008
IR BIOSCIENCES HOLDINGS,
INC.
(Exact
name of registrant specified in charter)
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Delaware
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033-05384
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13-3301899
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(State
of
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(Commission
File
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(IRS
Employer
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Incorporation)
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Number)
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Identification
No.)
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8767
E. Via De Ventura, Suite 190
Scottsdale,
AZ 85258
(Address
of principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number, including area code)
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):
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))
Item 1.01 Entry into a
Material Definitive Agreement
On
December 19, 2008, IR BioSciences Holdings, Inc. (the “Company”), through its
wholly-owned subsidiary ImmuneRegen BioSciences, Inc., approved a new employment
agreement with Hal N. Siegel as Vice President and Chief Scientific Officer of
the Company. Mr. Siegel, who is also a member of the Company’s Board
of Directors and has served as Vice President and Chief Scientific Officer of
the Company since November, 2007, also entered into a change of control
agreement with the Company. The Effective date of these agreements is
October 24, 2008 (the “Effective Date”).
Pursuant
to terms of the employment agreement, Mr. Siegel will be compensated at an
annual base salary of $225,000 for the first year and $247,500 for the second
year. Mr. Siegel also is entitled to a sign-on cash bonus of
$20,000. Fifty percent of the sign-on bonus ($10,000) shall be paid
upon the signing of this agreement and fifty percent ($10,000) shall be paid
within 90 days of signing this agreement. Mr. Siegel will also be
eligible for bonuses in the form of cash or discretionary stock awards under the
Company’s stock option plan upon approval of the Company’s Board of
Directors. The employment agreement has a term of two years, subject
to early termination provisions. The Company may terminate the
employment agreement at any time for cause, as defined in the employment
agreement, and with 30 days notice without cause. Mr. Siegel may
terminate the employment agreement for any reason with 30 days
notice. Upon termination of Mr. Siegel’s employment by the Company
without cause or constructive termination, as defined in the agreement, the
Company agrees to pay to Mr. Siegel the remainder of his salary for the year or
an amount equal to six months salary, whichever is greater, along with any
accrued vacation at the time of the termination. Pursuant to the
terms of the employment agreement, Mr. Siegel may not compete against the
Company, and he may not solicit the Company’s customers during the term of the
agreement and for a period of three years following the termination of his
employment agreement. Mr. Siegel also may not disclose any
confidential information regarding the Company during or within three years
after his employment.
Pursuant
to the terms of the change of control agreement, the Company agrees to pay Mr.
Siegel his salary for a period of 18 months from the date of an involuntary
termination, payable in accordance with the Company’s compensation
practice. Involuntary termination is defined as the termination of
Mr. Siegel’s employment by the Company without cause or due to constructive
termination at any time within one-year from a change of control event, as
defined in the agreement. The change of control agreement commences
on the Effective Date and continues until the earlier of (i) the termination of
Mr. Siegel’s employment with Company, if the termination is prior to a change of
control or (ii) subsequent to a Change of Control Date the earlier of (x) the
termination of Mr. Siegel’s employment absent involuntary termination or (y) the
one-year anniversary of a change of control.
The
foregoing description of the employment agreement and change of control
agreement entered into by the Company and Mr. Siegel does not purport to be
complete and is governed by and qualified by provisions of the actual
agreements, both of which are included as exhibits to this Current Report on
Form 8-K.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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10.2
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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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IR BIOSCIENCES HOLDINGS,
INC.
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Date:
December 22, 2008
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By:
/s/ Michael
Wilhelm
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Michael
Wilhelm
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President
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(Duly
Authorized Officer)
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