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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): October 20, 1997
ENVIROGEN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20404 22-2899415
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 936-9300
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
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Effective October 20, 1997, Harcharan S. Gill, the President and Chief Executive
Officer of Envirogen, Inc. (the "Company"), resigned as an officer and director
of the Company. During the 18-month period ending April 20, 1999, Dr. Gill will
receive from the Company bi-weekly severance payments equal to his current
salary. Dr. Gill will also be entitled to receive ongoing health insurance and
certain other benefits.
William C. Smith, the Chairman of the Board of Directors of the Company, has
been elected interim Chief Executive Officer of the Company while a search for a
new President and Chief Executive Officer is conducted by a committee of the
Board.
Item 7. Exhibits.
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Exhibit Number
(Referenced to
Item 601 of Regulation S-K) Description of Exhibit
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Exhibit 10 Letter Agreement dated October
20, 1997 between Harcharan S.
Gill and Envirogen, Inc.
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SIGNATURES
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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.
ENVIROGEN, INC.
Date: October 20, 1997 By: /s/ William C. Smith
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William C. Smith, Chairman
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EXHIBIT INDEX
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Exhibit No. Title
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10 Letter Agreement dated October 20, 1997 between Harcharan S.
Gill and Envirogen, Inc.
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Exhibit 10
[LETTERHEAD OF ENVIROGEN APPEARS HERE]
October 20, 1997
Dr. Harcharan S. Gill
10 Banff Drive
Lawrenceville, NJ 08648
Dear Harch:
This is to confirm that the Board of Directors of Envirogen, Inc. (the
"Company") has accepted your resignation as President, Chief Executive Officer
and director of the Company, effective as of October 20, 1997.
The Company agrees to make severance payments and provide certain other
benefits to you on the following terms and conditions;
1. During the 18-month period commencing on the date hereof, the Company
will pay to you severance pay, bi-weekly, at a rate equal to your
current salary less any and all taxes and other withholdings required
to be made by the Company on your behalf.
2. You shall be eligible to receive a bonus based upon the obtainment of
corporate and individual performance goals previously fixed by the
Board of Directors of the Company with respect to the fiscal year
ending December 31, 1997, the award, timing and amount of such bonus
to be determined by the Board of Directors of the Company in its sole
discretion; provided that the amount of bonus, if any, shall be equal
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to five-sixths of the amount that otherwise would have been awarded
had your employment as Chief Executive Officer of the Company
continued through December 31, 1997.
3. During the 12-month period commencing on the date hereof, the Company
will continue all health insurance benefits maintained by it for your
benefit on the date hereof. In addition, the Company will continue all
such health insurance benefits during the six-month period following
the expiration of the period in the immediately preceding sentence,
unless and until during such six-month period you are employed by
another employer and are eligible to receive generally comparable
health insurance benefits from such employer.
4. All amount currently vested in your account under the Company's 401(k)
plan shall continue to be vested after the date hereof.
5. In accordance with the terms of the Company's 1990 Incentive Stock
Option and Non-Qualified Stock Option Plan, you have been granted
certain options to purchase shares of the Company's common stock. You
shall have the right to exercise, at any time prior to 30 days after
the date hereof, the portion of such options that are vested on the
date hereof, it being agreed that the portion of such options that
would vest between the date hereof and October 20, 1998 are now vested
and exercisable. All other options that have
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not vested in accordance with the terms thereof or as set forth in this
letter shall be null and void.
6. The parties agree that, with respect to inquiries from prospective
employers or others, Envirogen will provide your position, dates of
employment, and reason for separation as voluntary resignation, except
as additional information may be required by law.
7. The parties agree that they will not hereafter discuss or disclose the
circumstances surrounding your separation from employment or other
information related to your employment by Envirogen except as required
by law, except that Envirogen shall issue a press release in the form
attached hereto as Exhibit A and shall file as soon as practicable a
Current Report on Form 8-K with the Securities and Exchange Commission
pursuant to which this letter will be filed as an exhibit. In addition,
the parties and their respective representatives agree and warrant that
they will not make any statement or undertake any action which may
injure, adversely affect, or disparage the other's reputation, name,
property, goodwill, or business interests or, in the case of Envirogen,
those of its officers, directors, owners, employees, representatives and
agents.
8. In exchange for the consideration set forth herein, you, for yourself
and all of your dependents, heirs, executors, administrators, legal
representatives, assigns and agents, do hereby remise, release and
forever discharge Envirogen and each and every of its predecessors,
successors, parents, subsidiaries, affiliates, assigns, directors,
officers, shareholders, employees or agents, both current and former
(the "Released Parties"), of and from every claim, demand, right of
action or cause of action whatsoever, and from all debts, obligations,
costs (including but not limited to attorney's fees), expenses, damages,
losses and liabilities whatsoever, whether known or unknown, that you
ever had, now have, or hereafter may have against the Released Parties
arising out of or relating to any matter, thing, or event occurring up
to and including the date hereof, including but not limited to any claim
related in any way to your employment or separation therefrom and claims
for employment discrimination or wrongful discharge or which otherwise
arise under the New Jersey Law Against Discrimination, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the New Jersey
Wage Payment and Collection Law or any other federal, state or local
statute, regulation or ordinance or common law action or theory. You
also agree never to institute a claim against or sue the Released
Parties concerning any potential claim described above.
9. This Agreement is intended to supersede any and all other agreements
relating to your employment with the Company, including the Employment
Agreement dated as of June 1, 1996 between you and the Company, except
that all sections 4, 5 and 11 thereof shall remain in full force and
effect and continue only during the 18-month period commencing on the
date hereof.
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10. The term "Company" shall mean Envirogen, Inc. and any of its
subsidiaries, subdivisions or affiliates. The Company shall have the
right to assign this agreement to its successors and assigns and all
covenants and agreements herein shall inure to the benefit of and be
enforceable by such successors or assigns.
If the foregoing is acceptable to you, please so indicate by signing the
enclosed copy of this letter and returning the same to me.
Very truly yours,
ENVIROGEN, INC.
By: /s/ William C. Smith
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Title: Chairman
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Accepted and Agreed to
this 20th day of October, 1997
/s/ Harcharan S. Gill
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Harcharan S. Gill
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Exhibit A
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[LETTERHEAD OF ENVIROGEN APPEARS HERE]
FOR IMMEDIATE RELEASE
ENVIROGEN Announces Interim CEO
Lawrenceville, NJ (October 20, 1997): Envirogen, Inc. (ENVIROGEN) announced
that Harcharan S. Gill, currently President and Chief Executive Officer, has
elected to resign as an officer and director of the Company, effective today.
Mr. William C. Smith, Chairman of the Board, has been elected interim CEO
while a search for a new President and CEO is being conducted by a committee of
the Board.
ENVIROGEN (NASDAQ:ENVG) is a leading technology-based environmental systems
and services company that provides solutions to industrial effluent and
hazardous waste remediation problems. The Company also designs and implements
integrated systems for the on-site treatment of organic contaminants from soils
and groundwater.
For further information, contact:
Envirogen, Inc.
William C. Smith
Princeton Research Center
4100 Quakerbridge Road
Lawrenceville, NJ 08648
(609) 936-9300
