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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JUNE 3, 1996
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CREATIVE BIOMOLECULES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19910 94-2786743
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
45 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 435-9001
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ITEM 5. OTHER EVENTS.
On June 3, 1996, the Registrant publicly disseminated a press release
announcing that Thomas J. Facklam, Ph.D. joined the Registrant as Vice
President, Product Development and Quality.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
99.1 The Registrant's Press Release dated June 3, 1996.
99.2 Employment Agreement, dated May 21, 1996, between Thomas J.
Facklam, Ph.D. and the Registrant.
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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.
Creative BioMolecules, Inc.
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(Registrant)
Date: June 6, 1996 /s/ Wayne E. Mayhew III
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Wayne E. Mayhew III
Vice President, Chief Financial
Officer, Treasurer and Secretary
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CONTACT: Stephanie K. Marrus
V.P., Corporate Development
Creative BioMolecules, Inc.
(508) 435-9001
For Immediate Release
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CREATIVE BIOMOLECULES APPOINTS THOMAS J. FACKLAM
VICE PRESIDENT, PRODUCT DEVELOPMENT AND QUALITY
HOPKINTON, MASS., JUNE 3, 1996. Thomas J. Facklam, Ph.D., has joined Creative
BioMolecules, Inc. (Nasdaq:CBMI) as Vice President, Product Development and
Quality, the Company announced today. Dr. Facklam joins the Company from R.W.
Johnson Pharmaceutical Research Institute, a Johnson & Johnson company, where he
was Senior Director of International Project Management and Clinical Research
with project management responsibility for drugs under development outside the
United States. Prior to that, he served as Vice President, Biotechnology and
Corporate Vice President, Drug Development for Ares-Serono, with responsibility
for worldwide drug development activities from discovery through manufacturing.
"Tom brings a wealth of experience in managing large commercial projects with
pharmaceutical company discipline. His project management skills are essential
for Creative as we continue the final phase in our pivotal clinical trial in
orthopedic reconstruction and move ahead in our promising preclinical programs
in renal disorders and other indications," said Michael M. Tarnow, President and
Chief Executive Officer of Creative BioMolecules. "The addition of Tom to our
team gives us depth in our scientific and manufacturing management."
Dr. Facklam has twenty years of experience in the pharmaceutical industry both
in the United States and Europe. He holds a Ph.D. in Biochemistry/Molecular
Biology from Ohio State University and a B.S. in Biochemistry from Cornell
University.
Creative BioMolecules is a discovery and development company focused on
proprietary therapeutics for human tissue regeneration and restoration. The
Company's therapeutics are based on proteins that act as signals in initiating
and regulating the cellular events involved in tissue and organ formation.
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EMPLOYMENT AGREEMENT
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Title and Duties: Vice President, Development, reporting to the President
of the Company. Your duties will be determined by the
President, consistent with your position.
Term: Commencing on May 21, 1996, and continuing thereafter
until terminated by either you or the Company under
the provisions of this letter agreement.
Salary: Base salary of $13,333 per month, payable in accordance
with the Company's standard payroll practices. Salary
amount to be reviewed annually.
Sign-on Bonus: You will be eligible for a $10,000 sign-on bonus,
payable after the completion of 30 days starting with
your commencement of employment ("Commencement Date").
Bonus: You will be eligible for a first year bonus of 20% of
your base salary. The payment of a bonus in that amount
will reflect substantial completion of reasonable goals
and objectives which we will mutually determine. A
bonus will not be paid even if objectives have been
achieved, if the Company decides not to pay Company
bonuses in a given year. Future bonus arrangements will
be determined on an annual basis by mutual agreement.
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Dr. Thomas J. Facklam
April 25, 1996
Page Two
Equity Participation: Subject to the approval of the Board of Directors, you
will be granted stock options under the Company's 1987
Stock Plan to purchase an aggregate of 100,000 shares
of Common Stock, with the exercise price to be the fair
market value of the Common Stock on the date of grant
as determined by the Board of Directors. The options
will vest annually over a four year period and will be
subject to the other terms and conditions of the option
agreement(s) to be entered into between you and the
Company. Such agreement(s) will include a provision
permitting exercise of the options with payment made by
you through a loan from the Company. The agreement(s)
will also include a provision for acceleration of the
vesting of the options, substantially as follows:
"In case of (i) any consolidation or merger of the
Company with or into any other corporation or
corporations (other than a merger with a wholly-owned
subsidiary or a merger in which stockholders of the
Company have beneficial ownership of more than 50% of
the share capital of the surviving company, (ii) a sale
of all or substantially all of the assets of the Company
or (iii) the acquisition by a third party (together with
its affiliates or persons acting in concert with) of
beneficial ownership of more than fifty percent (50%) of
the share capital of the Company, then immediately prior
to the consummation of any such transaction this option
shall become fully exercisable."
Benefits: Benefits to include:
-group health and dental insurance
-group life and AD&D insurance
-group short and long term disability insurance
-401(k) savings plan
-3 weeks vacation, under the Company's standard policy
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Dr. Thomas J. Facklam
April 25, 1996
Page Three
The Company will also reimburse you for any reasonable
out-of-pocket business expenses you incur in the course
of your employment, subject to documentation in
accordance with Company policies.
Relocation: The Company will reimburse you for moving expenses,
including travel to Massachusetts and transporting your
household goods and effects, storage of furniture and
shipment of automobiles, and will pay for temporary
maintenance expenses in Massachusetts, up to $4,000 per
month, on a month to month approval basis.
The Company will assist you in purchasing a home in
Massachusetts in accordance with the Company's standard
policy. In addition, the Company will pay for a rental
car for you until your automobile is delivered.
Severance Package: If your employment with the Company is terminated at
any time during the 12-month period after the
Commencement Date, for any reason other than
your resignation or termination by the Company for
"cause" (as defined below), the Company will continue
to pay your base salary and provide you with health,
dental, and life insurance benefits for 6 months after
the effective date of such employment termination;
provided, however, that if your employment is
terminated due to your disability, the payment of base
salary during such six-month period will be reduced by
the amount of any group disability insurance payments
you received for such period. As used in this letter
agreement, "cause" shall mean (i) illegal, dishonest or
negligent conduct which constitutes a breach of your
obligations under this agreement, or which involves an
improper use of the funds or assets of the Company, or
(ii) any conduct which is likely to have a material
adverse impact on the goodwill, reputation or business
of the Company.
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Dr. Thomas J. Facklam
April 25, 1996
Page Four
Confidentiality and
Inventions Assignment: You agree to be bound by the terms of the Company's
confidentiality and inventions assignment provisions,
pursuant to a separate agreement to be signed by the
Company prior to the Commencement Date. You also hereby
represent and warrant that you have no commitments or
obligations inconsistent with this agreement, including
such confidentiality and inventions assignment
provisions, and you hereby agree to indemnify and hold
the Company harmless against any claim based upon
circumstances alleged to be inconsistent with such
representation and warranty.
Governing Law and
Miscellaneous
Provisions: This agreement shall be governed by and construed
under the laws of the Commonwealth of Massachusetts,
without application of the conflicts of law provisions
thereof. This agreement, including the above-referenced
stock option agreement and the confidentiality and
inventions assignment agreement, embodies the entire
agreement and understanding between you and the Company
regarding the subject matter hereof. This agreement
shall not be modified or amended except by an
instrument in writing signed by you and the Company.
The Company may assign its rights and obligations
under this agreement to any person or entity who
succeeds to all of the Company's business or that
aspect of the Company's business in which you are
principally involved. Your rights and obligations under
this agreement may not be assigned without the prior
written consent of the Company. Subject to the
foregoing, this agreement shall be binding upon and
inure of the benefit of the Company and any parent,
subsidiary or other affiliate, and their respective
successors and assigns and shall be binding upon and
inure to the benefit of you and your heirs, executors,
administrators and assigns. This agreement may be
executed in one or more counterparts each of which
shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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Dr. Thomas J. Facklam
April 25, 1996
Page Five
Should you wish to discuss any aspect of this employment offer, please
feel free to contact me. If the terms of employment are acceptable, please sign
this letter (a copy for your files is enclosed) and return it to me.
We believe that Creative BioMolecules will provide an exciting and
stimulating work environment, and look forward to your arrival.
Sincerest regards,
/s/ Michael M. Tarnow
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Michael M. Tarnow
President & CEO
MMT:dss
Enclosure
Agreed to:
/s/ Thomas J. Facklam
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Thomas J. Facklam, Ph.D.
