Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 17, 2015

BG Medicine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-33827

(Commission File Number)

 

Delaware		04-3506204
(State or Other Jurisdiction Of Incorporation)		(IRS Employer Identification No.)
303 Wyman Street, Suite 300, Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(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 (see General Instruction A.2. below):

 

¨	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))

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 17, 2015, Harrison M. Bains notified BG Medicine, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors (the “Board”), effective as of that date. Mr. Bains did not communicate to the Company any disputes regarding the Company’s operations, policies or practices in connection with his resignation, nor is the Company aware of any.

(d) On November 18, 2015, the Board appointed James F. O’Connor, CPA, to join the Board to serve as a Class II director until the 2016 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier resignation, retirement, removal or death. The Board also appointed Mr. O’Connor to the Audit Committee and to the role of Audit Committee Chairman. The Board further determined that Mr. O’Connor is an “audit committee financial expert” as defined by Item 401(h) of Regulation S-K.

There are no arrangements or understandings between the Company and any other person pursuant to which Mr. O’Connor was selected as a director, nor are there any transactions between Mr. O’Connor and the Company in which he has a direct or indirect material interest that the Company is required to report pursuant to the rules and regulations of the Securities and Exchange Commission.

James F. O’Connor, age 74, has over forty years of substantive business experience covering all aspects of finance, operations, strategy and corporate development. Since 1998, Mr. O’Connor has been the principal Managing Director of The Chartwell Company, a merchant and investment banking firm. Mr. O’Connor is a certified public accountant. Some of Mr. O’Connor’s previous directorships include: SPS Technologies (1994-2003), which was sold to Precision Cast Products in 2003; Color Kinetics (2002-2007), which was sold to Phillips Lighting Products in 2007; PC Cox Holding Ltd. (1996-2008); and Caritas Christi Health Care System (2008-2011), which was sold to Cerberus Capital in 2011. Mr. O’Connor received a B.S. from Boston College and was a Rotary International Foundation Fellow at the Swiss School of Economics. Our Board concluded that Mr. O’Connor should serve as a director and our Audit Committee Chairman because Mr. O’Connor has extensive experience in corporate finance, accounting, operations, strategy, mergers & acquisitions, as well as experience working on the boards of directors of public, private and non-for-profit companies.

In consideration for his Board and Audit Committee service, on the date of his appointment to the Board, Mr. O’Connor received a stock option grant for 12,500 shares of the Company’s common stock at an exercise price of $0.52 per share, which was the closing price of the common stock on the grant date.

In connection with Mr. O’Connor’s appointment to the Board, the Board amended and restated its non-employee director compensation policy, payments under which had been suspended since October 1, 2014. The Company’s Amended and Restated Non-Employee Director Compensation Policy is incorporated by reference into this Item 5.02 and filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1	Amended and Restated Non-Employee Director Compensation Policy, effective November 18, 2015.

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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.

 

				BG MEDICINE, INC.
Date: November 20, 2015						/s/ Stephen P. Hall
						Stephen P. Hall Executive Vice President & Chief Financial Officer

Exhibit 10.1

Effective: November 18, 2015

BG MEDICINE, INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The Board of Directors of BG Medicine, Inc. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”) which establishes compensation to be paid to non-employee directors of the Company, effective as of November 18, 2015 (the “Effective Date”), to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board of Directors.

Applicable Persons

This Policy shall apply to each director of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate (each, an “Outside Director”). “Affiliate” shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

Stock Option Grants

All stock option amounts set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Company’s common stock.

2015 Stock Option Grant to Incumbent Directors

On the Effective Date, each Outside Director who currently serves and has served as a director prior to the Effective Date shall be granted a non-qualified stock option to purchase 5,000 shares of the Company’s common stock under the Company’s 2010 Employee, Director and Consultant Equity Incentive Plan (the “Stock Plan”).

Annual Stock Option Grants

Each Outside Director shall be granted a non-qualified stock option to purchase 5,000 shares, or 7,500 shares if the director serves as a standing Board Committee Chairperson (ie., Audit, Compensation or Nominating & Governance), of the Company’s common stock under the Stock Plan each year at the annual meeting of the Board of Directors following the Company’s annual meeting of stockholders; provided that if there has been no annual meeting of stockholders held by the first day of the third fiscal quarter , each Outside Director will still receive any annual grants of non-qualified stock options provided for under this Policy on the first day of the third fiscal quarter of such year; and provided further, that if an annual meeting of stockholders is subsequently held in such year, no additional annual grant shall be made.

Initial Stock Option Grant For Newly Appointed or Elected Directors

Each new Outside Director shall be granted a non-qualified stock option to purchase 10,000 shares, or 12,500 shares if the director serves as a standing Board Committee Chairperson (i.e.,

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Audit, Compensation or Nominating & Governance), of the Company’s common stock under the Stock Plan on the date of his or her initial appointment or election to the Board of Directors.

Terms for All Option Grants

Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all options granted under this Policy shall (i) vest one year from the date of the grant, subject to the Outside Director’s continued service on the Board of Directors; provided that such options shall become exercisable in full immediately prior to a change in control of the Company; (ii) have an exercise price equal to the fair market value of the Company’s common stock as determined in the Stock Plan on the date of grant; and (iii) contain such other terms and conditions as the Board of Directors or the Compensation Committee shall determine.

Expenses

Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors and Committees thereof or in connection with other business related to the Board of Directors.

Amendments

The Compensation Committee or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.