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): March 15, 2006
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-16686
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58-1486040
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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7
Deer Park Drive, Suite E
Monmouth
Junction, NJ 08852
(Address
of principal executive offices)
(732)
274-0399
(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:
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))
Item
1.01 Entry
into a Material Definitive Agreement
On
February 14, 2006, VioQuest Pharmaceuticals, Inc. (the “Company”) entered into
an employment agreement with Pamela Harris, M.D., F.A.C.P., its newly-appointed
Chief Medical Officer. The agreement is for an indefinite term beginning on
March 15, 2006 (the “Effective Date”) and provides for an initial base salary of
$250,000, plus an annual target bonus of up to 20% of base salary based upon
personal performance (the “Target Bonus”) and an additional amount of up to 10%
of base salary based upon Company performance. The agreement provides that
for
fiscal year 2006, Dr. Harris will be guaranteed at least 50% of the Target
Bonus.
The
employment agreement also provides that Dr. Harris is entitled to receive
options to purchase 200,000 shares of the Company’s common stock. The options
will vest in three equal annual installments, commencing in March 2007 and
will
be exercisable at a price per share equal to the greater of i) $0.75, or ii)
105% of the closing bid price of the Company’s common stock on the Effective
Date. In addition, Dr. Harris shall be entitled, based on performance , to
receive options to purchase an additional 200,000 shares of the Company’s common
stock (the “Performance Based Stock Options”). The Performance Based Stock
Options will be divided in to three separate grants and are expected to vest
in
annual installments over a 3-year period. Entitlement to the Performance Based
Options and the exact vesting schedule will be determined within one month
of
Dr. Harris’ effective start date after consideration of the development
timelines relating to the Company’s two product candidates, VQD-001 and VQD-002.
All terms of the options will be issued pursuant to the Company’s 2003 Stock
Option Plan (the “2003 Plan”) and will be exercisable by Dr. Harris as long as
she remains employed by the Company; provided, however, if a “change of control”
(as defined in the 2003 Plan) occurs during Dr. Harris’ employment, the vesting
of the stock options shall accelerate and be deemed vested.
Pursuant
to the terms of the employment agreement, Dr. Harris is entitled to a housing
allowance of up to $10,000 and relocation assistance for up to an additional
$10,000. In the event that the Company terminates Dr. Harris’ employment without
cause, Dr. Harris is entitled to receive her then annualized base salary for
a
period of six months from such termination.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective
as of March 15, 2006 the Company appointed Pamela Harris, M.D., F.A.C.P., as
its
Chief Medical Officer. Prior to joining the Company, Dr. Harris was the Chief
Medical Officer of Callisto Pharmaceuticals, Inc. since March 2005. From March
2004 to March 2005, she was Team Leader/Senior Medical Director for Pfizer,
Inc.
From May 2003 to January 2004, Dr. Harris was a Clinical Science Team
Leader/Consultant with Hoffman-La Roche Pharmaceuticals and from December 2002
to April 2003, she was Interim Director of Clinical Research for Nabi
Biopharmaceuticals. From 1999 to 2002, Dr. Harris was Director, Clinical
Research for Wyeth.
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.
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VIOQUEST
PHARMACEUTICALS, INC.
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| Date:
March 15, 2006 |
By: |
/s/ Brian
Lenz |
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Brian
Lenz |
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Chief
Financial Officer |