irbio-8k472008.htm
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): April 8, 2008 (April 3, 2008)
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
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Delaware
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033-05384
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13-3301899
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(IRS
Employer Identification No.)
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8767
E. Via De Ventura, Suite 190
Scottsdale,
AZ 85258
(Address
of principal executive offices) (Zip Code)
(480)
922-3926
(Registrant’s
telephone number, including area code)
N/A
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On April
3, 2008, IR BioSciences Holdings, Inc. (the “Company”), approved a new
employment agreement with John Fermanis effective January 1, 2008 continuing his
employment as Chief Financial Officer of the Company and its wholly owned
subsidiary, ImmuneRegen BioSciences, Inc. for a period of two
years. Mr. Fermanis’ previous employment agreement with the Company
expired on December 31, 2007. On the same day, the Company also
approved a change of control agreement with Mr. Fermanis effective January 1,
2008.
Pursuant
to terms of the employment agreement, Mr. Fermanis will be compensated at an
annual base salary of $130,000 for the first year and $140,000 for the second
year. Mr. Fermanis will also be eligible for discretionary bonuses
under the Company’s stock option plan during his employment. The
employment agreement has a term of two years, subject to early termination
provisions. The Company may terminate the employment agreement at any
time for cause, as defined in the employment agreement, and with 15 days notice
without cause. Mr. Fermanis may terminate the employment agreement
for any reason with 30 days notice. Upon termination of Mr. Fermanis’
employment by the Company without cause or constructive termination, as defined
in the agreement, the Company agrees to pay to Mr. Fermanis the remainder of his
salary for the year or six months salary, whichever is greater, and any accrued
vacation. Pursuant to the terms of the employment agreement, Mr.
Fermanis may not compete against the Company and he may not solicit the
Company’s customers during the term of the agreement and for a period of three
years following the termination of his employment agreement. Mr.
Fermanis also may not disclose any confidential information during or within
three years after his employment.
Pursuant
to the terms of the change of control agreement, the Company agrees to pay Mr.
Fermanis his salary for a period of 18 months from the date of an involuntary
termination, payable in accordance with the Company’s compensation
practice. Involuntary termination is defined as the termination of
Mr. Fermanis’s employment by the Company without cause or due to constructive
termination at any time within one-year from a change of control event, as
defined in the agreement. The change of control agreement commences
on the Effective Date and continues until the earlier of (i) the termination of
Mr. Fermanis’s employment with Company if the termination is prior to a change
of control or (ii) subsequent to a Change of Control Date the earlier of (x) the
termination of Mr. Fermanis’s employment absent involuntary termination or (y)
the one-year anniversary of a change of control.
The
foregoing description of the employment agreement and change of control
agreement entered into by the Company and Mr. Fermanis does not purport to be
complete and is governed by and qualified by the actual agreements, which are
included as exhibits to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Employment
Agreement dated January 1, 2008 by and between the Company and John
Fermanis.
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10.2
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Change
of Control Agreement dated January 1, 2008 by and between the Company and
John Fermanis.
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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.
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IR BIOSCIENCES HOLDINGS,
INC.
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Date:
April 8, 2008
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By:
/s/ Michael
Wilhelm
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Michael
Wilhelm
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President
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(Duly
Authorized Officer)
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