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): February 1, 2006
Manhattan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32639 36-3898269
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
810 Seventh Avenue, 4th Floor 10019
(Address of principal executive offices) (Zip Code)
(212) 582-3950
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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.
The disclosures set forth in Item 5.02 are hereby incorporated by
reference to this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of February 1, 2006, Manhattan Pharmaceuticals, Inc. (the
"Company") appointed Alan G. Harris, MD, PhD as its Chief Medical Officer. Prior
to joining Manhattan Pharmaceuticals, Dr. Harris was the Head of the Worldwide
Medical Endocrine Care group at Pfizer, Inc. from January 2004 to December 2005.
From February 1995 to December 2003, Dr. Harris served in various capacities at
Schering-Plough Corporation in Kenilworth, NJ, including Vice President, Global
Healthcare Research & Outcomes from approximately October 2003 to December 2003,
Senior Director Medical & Scientific Affairs for Schering-Plough's Phase IV
Research Unit from February 1998 to October 2003 and Medical Director from
February 1995 to February 1998. Dr. Harris also served as International Clinical
Project Leader for Sandoz Pharmaceuticals Ltd. (Novartis) in Basel, Switzerland
from November 1984 to December 1991. Dr. Harris currently serves as adjunct
professor of medicine at NYU Medical School and is a visiting professor of
medicine in the Department of Endocrinology at Liege University Medical School
in Belgium and the Department of Pharmacology and Clinical Toxicology at the
University Hospital of Lausanne in Switzerland. He is a Fellow of the American
College of Physicians, the Royal College of Physicians (UK) and the American
College of Clinical Pharmacology. He currently serves as trustee of the Hospital
for Joint Diseases, NYU Medical Center. Dr. Harris received his MD degree cum
laude from the Louis Pasteur Faculty of Medicine, University of Strasbourg,
France and his PHD in Endocrinology from Erasmus University, Rotterdam, The
Netherlands.
The Company and Dr. Harris entered in an Employment Agreement dated
January 26, 2006 (the "Agreement") whereby Dr. Harris will serve as the
Company's Chief Medical Officer for a period of three years commencing on
February 1, 2006 and will receive in exchange for his services: (i) an annual
base salary of $275,000; (ii) a guaranteed cash bonus of $50,000, payable in two
equal installments on the six-month and one-year anniversary of the Agreement,
respectively, provided that Dr. Harris is employed by the Company on each such
date; (iii) an annual milestone bonus on each anniversary of the Agreement
during the term of the Agreement in an amount up to 30% of Dr. Harris' base
salary, at the discretion of the Chief Executive Officer and the Board; and (iv)
an option to purchase 300,000 shares of the Company's common stock at an
exercise price equal to the last closing sale price of the Company's common
stock on February 1, 2006, such options to vest in equal amounts over three
years and be purchasable for a 10-year term. The Agreement also contains
customary provisions relating to confidentiality, work-product assignment,
non-competition and non-solicitation. In the event Dr. Harris' employment is
terminated upon a change of control of the Company and the fair market value of
the Company's common stock, as determined in the good faith discretion of the
Board of Directors of the Company, is less than $40,000,000 on the date of the
change of control, Dr. Harris shall continue to receive his base salary and
benefits for a period of three months from the date of termination. In the event
such termination is for a reason other than for cause or pursuant to a change of
control of the Company, Dr. Harris shall be entitled to receive his base salary
for a period of six months from the date of termination.
A copy of the Company's press release dated February 1, 2006 is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Ex. No. Description
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99.1 Press Release dated February 1, 2006.
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.
MANHATTAN PHARMACEUTICALS, INC.
Date: February 1, 2006 By: /s/ Nicholas J. Rossettos
-----------------------------------
Nicholas J. Rossettos
Chief Financial Officer
EXHIBIT INDEX
Ex. No. Description
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99.1 Press release dated February 1, 2006.