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): July 29, 2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-10909
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22-2343568
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||
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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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420 Lexington Avenue, Suite
450, New York, New York 10170
(Address
of Principal Executive Offices)(Zip Code)
(212)
584-4180
Registrant's
Telephone Number
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On July
29, 2009, NeoStem, Inc. (the “Company”) amended the terms of its employment
agreement with its Chief Executive Officer, Dr. Robin Smith (the “Amended
Agreement”) to extend the term of Dr. Smith’s employment to December 31, 2011
and subject to consummation of the proposed merger with China
Biopharmaceuticals Holdings, Inc., awarded to Dr Smith a $275,000 cash bonus for
2009 and comparable minimum annual bonuses for 2010 and 2011.
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Item
8.01
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Other
Events
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Effective
as of July 27, 2009, NeoStem (China), Inc., a wholly foreign owned subsidiary of
the Company in China (the “WFOE”) appointed Peter Sun as the WFOE’s General
Manager. In this capacity, Mr. Sun, 50, will be responsible for
overseeing the entire business, from the validation of WFOE’s business plan, to
the execution of the WFOE’s strategy. Mr. Sun joined the WFOE from
Sun Biomedical Laboratories Inc., where he was the Vice President in charge of
China Operations. He has worked in both the US and China, in industry
sectors which include medical devices, pharmaceuticals and biotech, and
pharmaceutical development. Mr. Sun holds a M.D. qualification from
Beijing Capital Medical University, as well as a Master's Degree in Medicine
from Peking Union Medical College. He also has a M.S. in
Biotechnology and Human Reproductive Biology from the University of British
Columbia, Vancouver, Canada.
Under the
WFOE’s employment agreement with Mr. Sun (the “Employment Agreement”), pursuant
to which Mr. Sun will serve as the WFOE’s General Manager for a period of three
years from July 27, 2009 (the “Commencement Date”), unless such term is earlier
terminated by Mr. Sun or the WFOE in accordance with the provisions of the
Employment Agreement. In consideration for his services to the WFOE,
Mr. Sun shall receive a fixed annual salary and a monthly allowance to cover
various expenses incurred by him in connection with the performance of his
duties and obligations under the Employment Agreement. He shall also
be entitled to receive employee benefits as required by Labor Contract Law of
the People’s Republic of China (the “Chinese Labor Contract
Law”).
Upon the
approval by the Shareholders of NeoStem, Inc. of its proposed merger with China
Biopharmaceuticals Holdings, Inc. and the Company’s 2009 Non-US Based Equity
Compensation Plan (the “Non-U.S. Plan”), subject to the rules of the NYSE Amex
and further subject to all the terms and conditions of the Non-U.S. Plan, Mr.
Sun shall be granted a stated warrant under the Non-U.S. Plan at an exercise
price equal to the closing price of the common stock on the date of grant, subject to approval of the Company’s
Compensation Committee of Board which vests based on the achievement of certain
milestones as set forth in the Employment Agreement.
The
Company or Mr. Sun may terminate this Employment Agreement according to certain
provisions of Chinese Labor Contract Law. If Mr. Sun’s employment is
terminated due to causes set forth under Chinese Labor Contract Law, the Company
shall pay Mr. Sun the severance based on the number of years he has worked for
the Company at the rate of one month’s wages for each full year
worked.
Mr. Sun
has also executed a Confidentiality and Non-Compete Agreement pursuant to which
Mr. Sun agreed to be bound by certain non-compete provisions and certain
non-solicitation provisions.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
10.1 Amendment
dated July 29, 2009 to Employment Agreement dated May 26, 2006 with Robin
Smith
2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
| NEOSTEM, INC. | |||
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By:
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/s/ Catherine M. Vaczy | |
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Name: Catherine
M. Vaczy
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Title: Vice
President and General Counsel
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Date: August
4, 2009
3
EXHIBIT
10.1
July 29,
2009
Dr. Robin
L. Smith
930 Fifth
Avenue
Suite
8H
New York,
NY 10021
Dear
Robin:
This
letter is being written to serve as an amendment to the employment agreement by
and between you and NeoStem, Inc. (the “Company”) dated as of May 26, 2006 (as
amended on each of January 26, 2007, September 27, 2007, January 9, 2008 and
August 29, 2008) pursuant to which you serve as the Company’s Chairman of the
Board and Chief Executive Officer (the “Agreement”). Except as set
forth herein, the Agreement shall remain unchanged. Initially
capitalized terms used herein but not defined herein shall have the meaning set
forth in the Agreement.
1. Extension of
Term.
The Term
of the Agreement is hereby extended from December 31, 2010 to December 31,
2011.
2. Cash
Bonus.
You shall
be paid a cash bonus on October 1st of each
of 2009, 2010 and 2011. For 2009, the bonus shall be payable subject
to the Company’s consummation of its proposed merger with China
Biopharmaceuticals Holdings, Inc. and shall be in the amount of $275,000 and for
2010 and 2011 such cash bonus shall be for comparable minimum
amounts.
Very
truly yours,
| NeoStem, Inc. | |||||
| By: |
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| Name: |
Richard
Berman
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| Title: |
Chair,
Compensation Committee
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| Accepted and Agreed: | |||||
| Robin Smith | |||||