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): December 5, 2007
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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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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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
________________________________________________
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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
The
disclosure provided under Item 5.02(e) below is incorporated herein by
reference.
ITEM
5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.
(a)
Not
applicable.
(b)
Synvista
Therapeutics, Inc. (“Synvista” or the “Company”) reported that Malcolm MacNab,
M.D., Ph.D., the Company’s Vice President, Clinical Development, will resign
from his position effective as of December 31, 2007 and will become a consultant
to the Company effective as of December 31, 2007.
(c)
Not
applicable.
(d)
Not
applicable.
(e) The
Company will enter into a consulting agreement with Dr. MacNab in connection
with his appointment as a consultant. The agreement will be effective as of
January 1, 2008 and will terminate on December 31, 2008. The agreement is
renewable on December 31, 2008 upon mutual agreement, in writing, between the
Company and Dr. MacNab. Pursuant to the agreement, Dr. MacNab shall receive
a
consulting fee of $5,000 per month for spending 25 hours per month consulting
with the Company and $300 per hour for additional time spent thereafter, which
shall be payable on a monthly basis. In addition, the Company agreed to continue
to vest Dr. MacNab’s unvested stock options during the consultancy period. Dr.
MacNab’s vested options, together with any newly granted options that may vest
during his consultancy, will remain exercisable from his resignation date up
through a period of one year following the termination of the consulting
agreement. The consulting agreement may be terminated (a) by either party for
any reason upon 30 days’ written notice, or (b) by either party, in the event of
a breach by the other party of any of the covenants contained in the agreement,
immediately upon written notice to the breaching party. The consulting agreement
also provides for indemnification of Dr. MacNab by the Company and the entry
by
Dr. MacNab into a Confidential Disclosure and Non-Use Agreement with the
Company.
(f)
Not
applicable.
ITEM
5.03 AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a)
On
December 5, 2007, in response to new American Stock Exchange LLC (“Amex”)
listing requirements that mandate that all Amex-listed companies become eligible
to participate in the “Direct Registration System” for their outstanding
securities, the Board of Directors of the Company adopted certain amendments
to
Article VII of Synvista’s Amended and Restated By-laws (the “By-laws”) to
clarify that Synvista’s outstanding securities may exist in either certificated
or uncertificated form, and to make other revisions relating to that
clarification. A copy of the By-laws, reflecting the amendments adopted by
the
Board of Directors and effective as of December 5, 2007, is attached hereto
as
Exhibit 3.1 and incorporated herein by reference.
(b)
Not
applicable.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
Number
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Description
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3.1
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Amended
and Restated By-laws of Synvista Therapeutics, Inc.
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10.1
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Consulting
Agreement by and between the Company and Dr. MacNab dated January
1,
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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SYNVISTA THERAPEUTICS, INC.
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Dated:
December 7, 2007 |
By: |
/s/ Noah
Berkowitz |
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Noah
Berkowitz, M.D., Ph.D. |
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President
and
Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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Amended
and Restated By-laws of Synvista Therapeutics, Inc.
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10.1
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Consulting
Agreement by and between the Company and Dr. MacNab dated January
1,
2008.
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