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): January 20,
2011
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
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Delaware
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94-3023969
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|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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|
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Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of Caroline Krumel, Vice President of Finance and Principal Accounting
Officer
On January 20, 2011, the Board of
Directors of PDL BioPharma, Inc. (the “Company”) appointed Caroline Krumel as
Vice President of Finance and Principal Accounting Officer, effective January
31, 2011.
In connection with joining the Company,
Ms. Krumel entered into an employment offer letter (the “Offer Letter”) with the
Company, effective January 6, 2011, to join the Company on January 17, 2011,
pending the departure of our current Vice President of Finance and Principal
Accounting Officer and Ms. Krumel’s appointment by the Board of
Directors.
Before joining the Company, Ms. Krumel
most recently served as Vice President, Finance from 2007 to 2010 at VaxGen
Inc., a public company focused on the development of vaccinations until a merger
transaction with diaDexus, Inc. in 2010. From 2006 to 2007, Ms. Krumel worked
for Frank, Rimerman + Co. LLP, one of the largest locally-owned providers of
accounting and consulting services in Northern California, as a Senior
Associate, where she delivered accounting services for various companies. Prior
to 2006, Ms. Krumel worked at Santa Clara University in the Department of
Accounting (academic), where she was instrumental in increasing student
enrollment in the department’s advanced accounting certificate
program.
Ms. Krumel, age 46, is a certified
public accountant and holds a Master of Public Management from the University of
Maryland at College Park and a Bachelor of Arts in Political Science with honors
from the University of North Carolina at Chapel Hill.
Pursuant to the Offer Letter, Ms.
Krumel is an at-will employee with an annual salary of $230,000. Ms. Krumel’s
annual target bonus opportunity will be equal to 30% of her annual base salary,
with the actual amount earned dependent upon Company and individual performance.
The Company will provide a housing allowance of $3,000 per month for the
duration of Ms. Krumel’s employment. In addition, the Company agreed to
reimburse Ms. Krumel up to $10,000 for expenses related to moving proximate to
our headquarters in Incline Village, Nevada.
If Ms. Krumel’s employment is
terminated by the Company without “Cause,” as defined in the Offer Letter, or
she resigns for “Good Reason,” as defined in the Offer Letter, Ms. Krumel will
receive a lump sum cash payment equal to 50% of the sum of her annual base
salary and target bonus conditioned on her signing a release of all claims
against the Company.
The Offer Letter is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The foregoing description of the Offer Letter is qualified in its entirety by
reference to Exhibit 10.1.
Departure
of Karen Wilson, Vice President of Finance and Principal Accounting
Officer
Karen
Wilson, our Vice President of Finance and Principal Accounting Officer, will be
leaving the Company on January 28, 2011, to return to California. Ms. Wilson,
who joined the Company in April 2009, was instrumental in helping the Company
accomplish many transition-related goals relating to both the spin-off of Facet
Biotech Corporation and the Company’s relocation to Nevada. Ms. Wilson has made
a number of significant contributions to the Company, including the winding-up
of certain pre-2009 activities and helping establish the infrastructure
necessary to facilitate the Company’s accounting and financial reporting going
forward. The Company thanks Karen for her numerous contributions and wishes her
continued success in her future ventures.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
99.1
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Offer
Letter between the Company and Caroline Krumel, dated January 6,
2011
Press
Release, dated January 25, 2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| PDL BIOPHARMA, INC. | |||
| (Company) | |||
|
|
By:
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/s/ Christopher Stone | |
| Christopher Stone | |||
| Vice President, General Counsel and Secretary | |||
Dated: January
25, 2011
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
99.1
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Offer
Letter between the Company and Caroline Krumel, dated January 6,
2011
Press
Release, dated January 25, 2011
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January
6, 2011
Ms.
Caroline Krumel
Dear
Caroline:
On behalf
of PDL BioPharma, Inc. (‘PDL’ or ‘we’), I am pleased to extend to you an
employment offer for the position of Vice President of Finance and Principal
Accounting Officer reporting to PDL’s Chief Financial Officer (the
‘CFO’). Your employment with PDL will begin on January 17, 2011 (the
‘Employment Date’).
You agree
that you will devote your full business time and efforts to PDL. You
agree that you will not engage in any other business or serve in any position
with or as a consultant or adviser to any other corporation or entity (including
as a member of such corporation’s or entity’s board of directors or other
governing or advising body), without the prior written consent of the
Board. Notwithstanding the foregoing, but only for so long as such
activities in the aggregate do not materially interfere with your duties
hereunder or create a business or fiduciary conflict, you will not be prohibited
from (i) participating in charitable, civic, educational, professional,
community or industry affairs (including membership on boards of directors),
(ii) managing your passive personal investments, and (iii) continuing your
service in the positions that you held as of the date of this Offer Letter,
which positions you have disclosed to the Board, provided that any such service
obligation is not materially increased beyond what you have disclosed to
us.
Your base
salary (as in effect from time to time, ‘Base Salary’) will be $230,000
annually, less applicable taxes and withholdings, and will be payable in
accordance PDL’s payroll procedures. Your annual target bonus will be
set at thirty percent (30%) of your annual Base Salary. Your bonus
will be based on your contribution to PDL’s achievement of its goals and
objectives and your individual performance during this period as determined by
the CFO and the Compensation Committee of the Board. The Compensation
Committee of the Board is in the process of developing a long-term incentive
plan after expiration of the former plan in December 2010 and, when finalized,
you will be eligible to participate in that plan when it is
adopted.
If you
are terminated without Cause or resign for Good Reason you will receive, a lump
sum cash payment equal to fifty percent (50%) of the sum of your annual base
salary and target bonus provided that such payment shall be contingent upon your
signing a release of all claims against PDL.
For
purposes of this Offer Letter, ‘Cause’ means the occurrence of any of the
following: (i) your intentional theft, dishonesty, willful misconduct, breach of
fiduciary duty for personal profit, or falsification of any PDL documents or
records; (ii) your material failure to abide by the PDL’s code of conduct or
other written policies (including, without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) your material and
intentional unauthorized use, misappropriation, destruction or diversion of any
tangible or intangible asset or corporate opportunity of PDL (including, without
limitation, your improper use or disclosure of PDL confidential or proprietary
information); (iv) any willful act by you that has a material detrimental effect
on PDL’s reputation or business; (v) your repeated failure or inability to
perform any reasonable assigned duties after written notice from the CFO of, and
a reasonable opportunity to cure, such failure or inability; (vi) any material
breach by you of any employment, service, non-disclosure, non-competition,
non-solicitation or other similar agreement between you and PDL, which breach is
not cured pursuant to the terms of such agreement or within twenty (20) days of
receiving written notice of such breach; (vii) your conviction (including any
plea of guilty or nolo contendere) of any criminal act involving fraud,
dishonesty, misappropriation or moral turpitude, or which impairs your ability
to perform your duties with PDL. For purposes of the foregoing, no
act or omission will be deemed ‘willful’ unless done, or omitted to be done, by
you without a reasonable good faith belief that you were acting in the best
interest of PDL.
Ms.
Caroline Krumel
January
6, 2011
Page
2
For
purposes of this Offer Letter, ‘Good Reason’ means the occurrence of any of the
following conditions without your informed written consent: (i) a material
diminution in your authority, duties or responsibilities, causing your position
to be of materially lesser rank or responsibility within PDL; (ii) a requirement
that you report to a less senior corporate officer than the CFO; (iii) a
material reduction in your Base Salary or bonus, unless reductions comparable in
amount and duration are concurrently made for all other PDL officers; or (iv)
any action or inaction by a PDL that constitutes, with respect to the you, a
material breach of this Offer Letter.
PDL has a
welfare benefits package, including a comprehensive medical policy and dental
plan, as well as life insurance coverage, in which you will be eligible to
participate in accordance with PDL guidelines. In addition, you will
receive four weeks of paid vacation in addition to PDL’s holiday
schedule.
PDL will
provide assistance to you to rent housing in Nevada proximate to PDL’s
offices. PDL will pay you a housing allowance of $3,000 per month for
the duration of your employment by PDL. In addition, to defray your
moving expenses, PDL will reimburse you for such expenses up to
$10,000.
Your
employment with PDL will not be for a set term, and you will be an at-will
employee. As a PDL employee, you will be free to resign at any time,
just as we will be free to terminate your employment at any time, with or
without Cause. There will be no express or implied agreements to the
contrary. By signing this Offer Letter, you agree to waive any right
to participate in any other severance plan maintained by PDL from time to
time.
PDL
intends that payments and benefits provided to you pursuant to this Offer Letter
be exempt from or comply with all applicable requirements of Section 409A of the
Internal Revenue Code of 1986, as amended. Any ambiguities in this
Offer Letter shall be construed in a manner consistent with such
intent.
Ms.
Caroline Krumel
January
6, 2011
Page
3
For
purposes of federal immigration law, you will be required to provide PDL
documentary evidence of your identity and eligibility for employment in the
United States.
The terms
of this offer are subject to satisfactory completion of a background inquiry and
approval by PDL’s Board of Directors. To indicate your acceptance of our offer,
please sign and date this Offer Letter in the space provided below and return
it, along with a signed copy of the enclosed Proprietary Information and
Invention Assignment Agreement, to Christine Larson. By executing
this Offer Letter, you hereby represent that your execution hereof and
performance of your obligations hereunder do not and will not contravene or
otherwise conflict with any other agreement to which you are a party or any
other legal obligation applicable to you. This Offer Letter, along
with the Proprietary Information and Invention Assignment Agreement, supersedes
any prior representations or agreements, whether written or oral, with respect
to our offer of employment to you. This Offer Letter may not be
modified or amended except by a written agreement, signed by PDL and
you.
We are
very excited at the prospect of your joining PDL.
Sincerely,
| PDL BioPharma, Inc. | Accepted by: | |||
|
/s/
Christine R. Larson
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/s/
Caroline Krumel
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|||
| Christine R. Larson | Caroline Krumel | |||
| Vice President & CFO | ||||
| PDL BioPharma, Inc. | ||||
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January 7,
2011
Date
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Contacts:
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Cris Larson
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Jennifer
Williams
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PDL BioPharma,
Inc.
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Cook Williams Communications,
Inc.
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775-832-8505
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360-668-3701
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Cris.Larson@pdl.com
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jennifer@cwcomm.org
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PDL
BioPharma Appoints Caroline Krumel as Vice President of Finance
and
Thanks Karen Wilson for her Contributions
INCLINE
VILLAGE, NV, January 25, 2011 – PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) today
announced the appointment of Caroline Krumel, CPA to the position of vice
president of finance and chief accounting officer, effective January 31, 2011.
Ms. Krumel will replace Karen Wilson, who is leaving PDL to return to
California.
“Caroline
brings over 15 years of experience spearheading all financial functions in a
variety of private and public companies,” said John McLaughlin, president and
chief executive officer of PDL BioPharma. “Her financial acumen within agile
corporate environments coupled with her knowledge of financial and accounting
procedures make her an ideal fit for PDL as we manage our royalty assets and
evaluate additional royalty purchase opportunities.”
Before
joining the Company, Ms. Krumel most recently served as Vice President, Finance
from 2007 to 2010 at VaxGen Inc., a public company focused on the development of
vaccinations until a merger transaction with diaDexus, Inc. in 2010. From 2006
to 2007, Ms. Krumel worked for Frank, Rimerman + Co. LLP, one of the largest
locally-owned providers of accounting and consulting services in Northern
California, where she delivered accounting services for various companies. Prior
to 2006, Ms. Krumel worked at Santa Clara University in the Department of
Accounting (academic), where she was instrumental in increasing student
enrollment in the department’s advanced accounting certificate
program. Ms. Krumel is a certified public accountant and holds a
Master of Public Management from the University of Maryland at College Park and
a Bachelor of Arts in Political Science with honors from the University of North
Carolina at Chapel Hill.
“On
behalf of PDL,” John McLaughlin said, “I want to thank Karen for her numerous
contributions and wish her continued success in her future ventures.” Ms.
Wilson, who joined the Company in April 2009, was instrumental in helping the
Company accomplish many transition-related goals relating to both the spin-off
of Facet Biotech Corporation and the Company’s relocation to Nevada. Ms. Wilson
has made a number of significant contributions to the Company, including the
winding-up of certain pre-2009 activities and helping establish the
infrastructure necessary to facilitate the Company’s accounting and financial
reporting going forward.
About PDL BioPharma
PDL pioneered the humanization of
monoclonal antibodies and, by doing so, enabled the discovery of a new
generation of targeted treatments for cancer and immunologic diseases. PDL is
focused on maximizing the value of its antibody humanization patents and related
assets. The Company receives royalties on sales of a number of humanized
antibody products marketed by leading pharmaceutical and biotechnology companies
today based on patents which expire in late 2014. For more information, please
visit www.pdl.com.
NOTE: PDL BioPharma and the PDL
BioPharma logo are considered trademarks of PDL BioPharma,
Inc.
###