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 and Exchange Act of 1934
September 13, 2004
Date of Report (date of Earliest Event Reported)
ISOLAGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE (State or Other Jurisdiction of Incorporation or Organization) |
001-31564 (Commission File No.) |
87-0458888 (I.R.S. Employer Identification No.) |
2500 Wilcrest, 5th Floor, Houston, Texas 77042
(Address of principal executive offices and zip code)
(713) 780-4754
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed from 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 (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
Effective September 13, 2004, Isolagen, Inc. ("Isolagen") and Dr. Kimberley Forbes-McKean entered into an employment agreement (the "Agreement") pursuant to which Dr. Forbes-McKean agreed to serve as Isolagen's Senior Vice President and Chief Technical Science Officer from September 20, 2004 until September 30, 2005. The Agreement provides for an annual salary of $260,000, and, beginning in fiscal 2005, a merit-based bonus to be determined based upon mutually agreeable criteria. For fiscal 2004, Dr. Forbes-McKean shall receive a bonus of $15,000. Under the Agreement, Dr. Forbes-McKean was issued a five-year option to purchase 175,000 shares of Isolagen common stock at an exercise price equal to the average market value of the common stock during the ten days preceding the issuance, which vests ratably on an annual basis over three years. The vesting provisions of the option would accelerate and Dr. Forbes-McKean would be entitled to a severance payment equal to her base salary for the greater of twelve months or the remainder of the term of the Agreement, if Dr. Forbes-McKean were terminated without "cause," or if Dr. Forbes-McKean were to terminate her employment with Isolagen for "good reason" (each of the terms as defined in the Agreement). During any period in which severance payments are being made, Dr. Forbes-McKean has agreed not to compete with Isolagen.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(c) (1) Commencing September 20, 2004, Isolagen appointed Dr. Kimberley Forbes-McKean to serve as Isolagen's Senior Vice President and Chief Technical Science Officer.
(2) Dr. Forbes-McKean, age 42, has not served with Isolagen in any capacity prior to her appointment as Senior Vice President and Chief Technical Science Officer. There are no familial relationships between Dr. Forbes-McKean and any director or executive officer of Isolagen. Since January 2000, Dr. Forbes-McKean served as Vice President of Global Dermatological Product Development and Commercialization at Aventis Global Dermatology a division of Aventis Pharmaceutical. From 1998 until January 2000, Dr. Forbes-McKean served as worldwide director of the dermatological product development at Dermik Laboratories, Inc. Dr. Forbes-McKean holds an B.S. in Chemistry from Union College, an M.S. in Chemistry from the University of Massachusetts, and a Ph.D. in Analytical Chemistry from the University of Massachusetts.
(3) See Item 1.01 for a discussion of the employment agreement between Isolagen and Dr. Forbes-McKean.
Item 9.01 Financial Statements and Exhibits
99.1 Press release dated September 16, 2004
[THE SIGNATURE PAGE FOLLOWS.]
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ISOLAGEN, INC. | |||
Date: September 16, 2004 |
By: |
/s/ JEFFREY TOMZ Jeffrey Tomz Chief Financial Officer |
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