SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2012
(Exact name of registrant as specified in its charter)
305 Chipeta Way
Salt Lake City, UT 84108
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (801) 214-7800
(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:
On November 9, 2012, the Board of Directors (the Board) of Myrexis, Inc. (the Company) unanimously approved the dissolution and liquidation (the Dissolution) of the Company pursuant to a Plan of Complete Liquidation and Dissolution (the Plan of Dissolution), subject to shareholder approval. The Company intends to call a special meeting of the shareholders to seek approval of the Dissolution pursuant to the Plan of Dissolution and will file proxy materials with the Securities and Exchange Commission as soon as practicable.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the proposed Dissolution, on November 9, 2012, the Board, based on the recommendation of the Compensation Committee and subject to shareholder approval of the Dissolution, approved modifications of certain equity awards held by Andrea Kendell, the Companys Chief Financial Officer, as well as compensation arrangements with Ms. Kendell following the Dissolution in order to incentivize her to continue her services with the Company during the Dissolution process, the material terms of which are summarized below.
Treatment of Equity Awards
Restricted Stock Units: The following restricted stock units (RSUs) shall vest immediately prior to the effectiveness of the Dissolution:
Stock Options: The stock options set forth below shall convert on the day prior to the Dissolution into such number of RSUs that equals the quotient of (A) the aggregate intrinsic value (as hereinafter defined) of such options divided by (B) the Fair Market Value (as defined in the Companys 2009 Employee, Director and Consultant Equity Incentive Plan, as amended) of the Companys common stock on the date of issuance of the RSUs, which RSUs will vest immediately prior to the effectiveness of the Dissolution. For each option the intrinsic value per share will be calculated by subtracting the exercise price of such option from the sum of the estimated per share initial liquidating distribution amount to be paid to shareholders after the Dissolution plus the estimated per share additional liquidating distribution amounts to be paid to shareholders after the Dissolution each as estimated by the Company on the day prior to the Dissolution (provided that if the exercise price of such option is greater than the sum of these amounts, the intrinsic value of such option shall be $0).
Severance and Post-Dissolution Compensation
In consideration of Ms. Kendells continued service to the Company following the Dissolution, the following compensation arrangements with Ms. Kendell were approved which shall be set forth in an agreement between the Company and Ms. Kendell to be effective as of the filing of the Certificate of Dissolution and which agreement will replace Ms. Kendells Executive Severance and Change in Control Agreement, dated September 22, 2011 (the Severance Agreement), and Retention Bonus Agreement, entered into effective July 2, 2012 (the Retention Bonus Agreement):
On November 9, 2012, the Companys Board of Directors unanimously approved the dissolution and liquidation of the Company pursuant to the Plan of Dissolution, subject to shareholder approval. The Company intends to call a special meeting of the shareholders to seek
approval of the dissolution and liquidation pursuant to the Plan of Dissolution and will file proxy materials with the Securities and Exchange Commission as soon as practicable. A copy of the Plan of Dissolution is filed herewith as Exhibit 2.1.
A copy of the press release issued by the Company on November 9, 2012 announcing the Boards approval of the dissolution and liquidation of the Company is filed herewith as Exhibit 99.1 and incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This Current Report on Form 8-K is for informational purposes only. It is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Myrexis, Inc. In connection with the proposed Plan of Dissolution, the Company intends to file with the Securities and Exchange Commission (SEC) a proxy statement and other relevant materials. THE COMPANYS SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PLAN OF DISSOLUTION. Shareholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the Company with the SEC, at the SECs website at http://www.sec.gov. In addition, the Company will mail a copy of the definitive proxy statement to shareholders of record on the record date when it becomes available. A free copy of the proxy statement when it becomes available and other documents filed with the SEC by the Company may also be obtained free of charge on the Investors section of Myrexis website at www.myrexis.com or by directing a written request to: Myrexis, Inc., Attn: Secretary, 305 Chipeta Way, Salt Lake City, Utah 84108, or by contacting the Investor Relations department of Myrexis, Inc. at (801) 214-7800.
Participants in the Solicitation
Myrexis and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan of Dissolution. Information regarding their direct or indirect interests, by security holdings or otherwise, in the solicitation will be included in the proxy statement filed by Myrexis with the SEC.
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.