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 31, 2007
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-16686
|
58-1486040
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
180
Mt. Airy Road, Suite 102
Basking
Ridge, NJ 07920
(Address
of principal executive offices)
(908)
766-4400
(Registrant's
telephone number, including area code)
(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:
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
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers
|
Effective
February 1, 2007, VioQuest Pharmaceuticals, Inc. (the “Company”) appointed
Edward C. Bradley, M.D., as its Chief Scientific and Medical Officer. Dr.
Bradley’s employment with the Company is governed by the terms of a letter
agreement dated January 31, 2007 and provides for an initial base salary of
$330,000 plus an annual target bonus of up to 20% of base salary based upon
personal performance and an additional amount of up to 10% of base salary based
upon Company performance. A copy of the letter agreement is attached hereto
and
incorporated by reference herein as Exhibit 10.1.
Pursuant
to the letter agreement, Dr. Bradley also received an option to purchase 700,000
shares of the Company’s common stock. The option will vest in three equal annual
installments, commencing in February 2008 and will be exercisable at a price
per
share equal to $0.55. The option was issued pursuant to the Company’s 2003 Stock
Option Plan and will be exercisable by Dr. Bradley as long as he remains
employed by the Company; provided, however, if the Company completes a
transaction in which it sells its assets or stock resulting in a change of
control of the Company (other than a sale of the stock or assets of the
Company’s Chiral Quest subsidiary) during Dr. Bradley’s employment, the vesting
of the stock option shall accelerate and be deemed vested.
In
the
event that the Company terminates Dr. Bradley’s employment without cause, Dr.
Bradley is entitled to receive his then annualized base salary for a period
of
six months. If Dr. Bradley’s employment is terminated without cause and within a
year of a change of control, as described above, then Dr. Bradley is entitled
to
receive his then annualized base salary for a period of one year, and he is
entitled to receive any bonuses he has earned at the time of his
termination.
Prior
to
joining the Company, Dr. Bradley was the Head of Global Medical Development
for
the Imaging franchise of Berlex Schering AG/Bayer Schering Pharma since March
2005. From January 2002 to March 2005, Dr. Bradley was the Chief Medical Officer
of Berlex Schering AG/Bayer Schering Pharma’s Berlex Inc. division. From 1997 to
January 2002, Dr. Bradley was Executive Vice President for Worldwide Medical
Sciences & Development at DuPont Pharmaceuticals Company.
| Item
9.01 |
Financial
Statements and Exhibits.
|
(d) Exhibits.
| |
10.1
|
|
Letter
Agreement between VioQuest Pharmaceuticals, Inc. and Edward C. Bradley,
dated January 31, 2007.
|
SIGNATURE
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.
| |
|
|
| |
VIOQUEST
PHARMACEUTICALS,
INC.
|
|
|
|
| Date: February 6, 2007 |
By: |
/s/ Brian Lenz |
| |
Brian
Lenz |
| |
Chief Financial
Officer |
Exhibit
Index
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Letter
Agreement between VioQuest Pharmaceuticals, Inc. and Edward C. Bradley,
dated January 31, 2007.
|