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) September 10, 2008
MINRAD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-49635
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870299034
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(State or other jurisdiction of
incorporation
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(Commission File Number)
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(IRS Employer Identification
No.)
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50 Cobham Drive, Orchard Park, NY 14127-4121
(Address of principal executive offices)
Registrant’s telephone number, including area code:
716-855-1068
(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 (
see
General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
As of September 10, 2008, RxElite Holdings, Inc. will no longer serve as the exclusive U.S.
distributor under the Exclusive Manufacturing and Distribution Agreement between Minrad Inc. and
RxElite Holdings, Inc. dated on or about June 9, 2004, as amended. RxElite Holdings, Inc. will
now be a non-exclusive distributor of certain Minrad products as provided in that agreement. The
remainder of the terms of the agreement remain unchanged.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2008 Minrad International Inc. entered into letter agreements with certain of
its employees confirming the terms and conditions of their continued employment with the Company,
as follows:
Charles Trego, Jr. — Executive Vice President and Chief Financial Officer
Mr. Trego will receive a base salary of $224,900 per year. He will be eligible to receive
incentive compensation in accordance with the Company’s policy for executives as determined by the
Compensation Committee of the Board of Directors, which for 2008 will be based upon a percentage of
the growth in operating income and the achievement of certain milestones designated in the
agreement. In the event his employment is terminated by the Company without cause or by him with
good reason after a change of control of the Company, he will be entitled to receive 6 months base
salary as severance payable biweekly or consistent with the normal payroll practices then in
effect. During any severance period, he will be entitled to continue his coverage, if any, under
the Company’s medical plan and dental plan and the Company will continue to pay the same portion of
premiums for that coverage that it was paying prior to the termination of employment. The
agreement also contains confidentiality provisions in which he agrees to keep Company confidential
information confidential during his employment and for 12 months thereafter. He also agrees not to
solicit Minrad customers or employees for 12 months following termination of his employment. All
discoveries made by him during the term of his employment shall be the property of the Company and
he agrees to assign all such intellectual property and rights to the Company as necessary to
confirm or vest title to such intellectual property in the Company.
Karen Sonnhalter — Vice President and Controller
Ms. Sonnhalter will receive a base salary of $160,004 per year and will be eligible for a merit
increase of no less than 5% of her base salary on January 1, 1009. She will be eligible to receive
incentive compensation in accordance with the Company’s policy for executives as determined by the
Compensation Committee of the Board of Directors, which for 2008 will be based upon achievement of
certain milestones designated in the agreement. In the event her employment is terminated by the
Company without cause or by her with good reason after a change of control of the Company, she will
be entitled to receive 6 months base salary as severance payable biweekly or consistent with the
normal payroll practices then in effect. During any severance period, she will be entitled to
continue her coverage, if any, under the Company’s medical plan and dental plan and the Company
will continue to pay the same portion of premiums for that coverage that it was paying prior to the
termination of employment. The agreement also contains confidentiality provisions in which she
agrees to keep Company confidential information confidential during her employment and for 12
months thereafter. She also agrees not to solicit Minrad customers or employees for 12 months
following termination of her employment. All discoveries made by her during the term of his
employment shall be the property of the
Company and she agrees to assign all such intellectual property and rights to the Company as
necessary to confirm or vest title to such intellectual property in the Company.
Kirk Kamsler — Senior Vice President of Commercial Development
Mr. Kamsler will receive a base salary of $175,000 per year. He will be eligible to receive
incentive compensation in accordance with the Company’s policy for executives as determined by the
Compensation Committee of the Board of Directors, which for 2008 will be based upon a percentage of
the growth in operating income, and gross profit after distribution expense and upon achievement of
a company milestone. In the event his employment is terminated by the Company without cause or by
him with good reason after a change of control of the Company, he will be entitled to receive 6
months base salary as severance payable biweekly or consistent with the normal payroll practices
then in effect. During any severance period, he will be entitled to continue his coverage, if any,
under the Company’s medical plan and dental plan and the Company will continue to pay the same
portion of premiums for that coverage that it was paying prior to the termination of employment.
The agreement also contains confidentiality provisions in which he agrees to keep Company
confidential information confidential during his employment and for 12 months thereafter. He also
agrees not to solicit Minrad customers or employees for 12 months following termination of his
employment. All discoveries made by him during the term of his employment shall be the property of
the Company and he agrees to assign all such intellectual property and rights to the Company as
necessary to confirm or vest title to such intellectual property in the Company.
Dennis Goupil — Executive Vice President and Chief Technical Officer
Mr. Goupil will receive a base salary of $200,000 per year. He will be eligible to receive
incentive compensation in accordance with the Company’s policy for executives as determined by the
Compensation Committee of the Board of Directors based upon the achievement of certain milestones
designated in the agreement. In the event his employment is terminated by the Company without
cause or by him with good reason after a change of control of the Company, he will be entitled to
receive 6 months base salary as severance payable biweekly or consistent with the normal payroll
practices then in effect. During any severance period, he will be entitled to continue his
coverage, if any, under the Company’s medical plan and dental plan and the Company will continue to
pay the same portion of premiums for that coverage that it was paying prior to the termination of
employment.
The agreement also contains confidentiality provisions in which he agrees to keep Company
confidential information confidential during his employment and for 12 months thereafter. He also
agrees not to solicit Minrad customers or employees for 12 months following termination of his
employment. All discoveries made by him during the term of his employment shall be the property of
the Company and he agrees to assign all such intellectual property and rights to the Company as
necessary to confirm or vest title to such intellectual property in the Company.
ITEM 9.01 EXHIBITS AND FINANCIAL STATEMENTS
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99.1
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Letter Agreement between Minrad International, Inc. and Charles
Trego, Jr. dated September 11, 2008
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99.2
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Letter Agreement between Minrad International, Inc. and Karen
Sonnhalter dated September 11, 2008
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99.3
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Letter Agreement between Minrad International, Inc. and Kirk Kamsler
dated September 11, 2008
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99.4
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Letter Agreement between Minrad International, Inc. and Dennis Goupil
dated September 11, 2008
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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.
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MINRAD INTERNATIONAL, INC.
(Registrant)
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September 16, 2008
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By:
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/s/ Charles Trego, Jr.
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Charles Trego, Jr.
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CFO
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