form8k.htm
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): October 10,
2007.
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
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California
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1-12830
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94-3127919
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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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6121
Hollis Street
Emeryville,
California 94608
(Address
of principal executive offices)
(510)
350-2940
(Registrant's
telephone number, including area code)
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))
Statements
made in this Report that are not historical facts may constitute forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those discussed. Such risks and
uncertainties include but are not limited to those discussed in this report
and
in BioTime's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. Words such as “expects,” “may,” “will,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions identify
forward-looking statements.
Section
5 Corporate Governance and Management
Item
5.02- Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
October 10, 2007 BioTime, Inc. named Michael D. West Chief Executive
Officer. Dr. West, who has served on the BioTime Board of Directors
since 2002, is a pioneer in the field of stem cell research and has extensive
academic and business experience in age-related degenerative diseases,
telomerase molecular biology and human embryonic stem cell research and
development. Prior to joining BioTime, Dr. West served as President
and Chief Scientific Officer of Advanced Cell Technology, Inc, a company engaged
in developing human stem cell technology for use in regenerative
medicine. Dr. West also founded Geron Corporation where he initiated
and managed programs in telomerase diagnostics, oligonucleotide-based telomerase
inhibition as anti-tumor therapy, and the cloning and use of telomerase in
telomerase-mediated therapy wherein telomerase is utilized to immortalize human
cells, and he initiated and managed the original collaborative effort that
led
to the first isolation of human embryonic stem and embryonic germ
cells.
Dr.
West
is
an inventor named on over 60 patents and patent applications in the field of
biotechnology and also serves as an Adjunct Professor of Bioengineering
at the University of California, Berkeley. Dr. West received a B.S.
Degree from Rensselaer Polytechnic Institute in 1976, an M.S. Degree in Biology
from Andrews University in 1982, and a Ph.D. from Baylor College of Medicine
in
1989 concentrating on the biology of cellular aging. Dr. West also
serves on the Board of Directors of Advanced Cell Technology, Inc.
BioTime
entered into an employment agreement with Dr. West pursuant to which Dr. West
shall receive an annual salary of $250,000, an annual bonus equal to the lesser
of (A) sixty-five thousand dollars ($65,000.00) or (B) the sum of 65% of
Consulting Fees and 6.5% of Grant Funds received by BioTime during each fiscal
year; provided that (x) the grant that is the source of the Grant Funds was
obtained by BioTime during the term of Executive=s
employment by BioTime, (y) the grant that is the source of the Grant Funds
is
not a renewal, extension, modification, or novation of a grant (or a new grant
to fund the continuation of a study funded by a prior grant from the same
source) obtained by BioTime prior to Executive's
employment by BioTime, and (z) the grant that is the source of the Grant Funds
was not obtained by BioTime substantially through the efforts of any consultant
or independent contractor compensated by BioTime for obtaining the
grant. Grant Funds means money actually paid to BioTime during a
fiscal year as a research grant by any federal or state government agency or
any
not for profit non-government organization, and expressly excludes (1) license
fees, (2) royalties, (3) Consulting Fees, (4) capital contributions to BioTime
or any subsidiary of BioTime, or any joint venture of any kind (regardless
of
the legal entity through which the joint venture is conducted) to which BioTime
is a party, and (5) any other payments received by BioTime by a business or
commercial enterprise for research and development of products or technology
pursuant to a contract or agreement for the commercial development of a product
or technology. Consulting Fees means money actually received by
BioTime under a contract that entitles BioTime to receive a cash fee for
providing scientific and technical advice to third parties concerning stem
cells.
Dr.
West
was granted an option to purchase 1,500,000 of BioTime's
common shares (the "Option")
under BioTime=s
2002 Employee Stock Option Plan, as amended, (the "Plan"). The
Option shall be paired with a stock appreciation right ("SAR") with respect
to
976,500 shares. The exercise price of the Option and the SAR will be
$0.29. The Option and the SAR will vest (as thereby become
exercisable) at the rate of 1/60th of the number of Option shares at the end
of
each full month of employment. Vesting will depend on Dr. West's
continued employment with BioTime through the applicable vesting date, and
will
be subject to the terms and conditions of the Plan and a Stock Option Agreement
consistent with the Plan and Dr. West’s Employment Agreement. The
unvested portion of the Option and the SARs shall not be
exercisable.
The
vested portion of the Option and the SAR shall expire on the earliest of (A)
seven (7) years from the date of grant, (B) three months after Dr. West ceases
to be an employee of BioTime for any reason other than his death or disability,
or (C) one year after he ceases to be an employee of BioTime due to his death
or
disability; provided that if he dies during the three month period described
in
clause (B), the expiration date of the vested portion of the Option shall be
one
year after the date of his death. In addition, (X) if the SAR is
exercised, the vested portion of the Option shall expire as to a number of
shares for which the SAR was exercised, and (Y) the vested and unvested portion
of the SAR shall expire when the shareholders of BioTime approve an amendment
to
the Plan increasing the number of common shares available under the Plan from
2,000,000 to 4,000,000 shares. The Option and the SAR, respectively,
shall not be exercisable after it has expired.
The
SAR
may not be exercised, in whole or in part, until the vested portion of the
Option has been exercised in full. A vested SAR may be exercised by
delivering a written notice to BioTime specifying the number of SAR shares
being
exercised. Upon exercise of an SAR, Dr. West shall be entitled to
receive a payment of cash per SAR share exercised equal to the amount by which
the fair market value of a corporation common share on the date of exercise
exceeds the exercise price of the SAR. The fair market value of a
corporation common share shall be determined by the Board of Directors in the
manner provided in the Plan. SARs may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will
or by
the laws of descent or distribution and may be exercised only by Dr. West during
his lifetime.
In
the
event that Dr. West’s employment is terminated for “cause,” as defined in his
Employment Agreement, or as a result of his death or disability, or his
resignation, he will be entitled to receive payment for all unpaid salary,
accrued but unpaid bonus, if any, and vacation accrued as of the date of his
termination of employment.
If
BioTime terminates Dr. West’s employment without “cause,” he will be entitled to
additional benefits, consisting of payment of either three months base salary,
if he was employed by BioTime for less than two years, or six months base salary
if he was employed by BioTime for at least two years. In addition,
50% of the then unvested shares subject to Dr. West’s Option will vest if he was
employed by BioTime for at least two years. However, if a termination
of Dr. West’s employment without “cause” occurs within twelve months following a
“Change in Control” of BioTime, Dr. West will be entitled to four months base
salary if he was employed by BioTime for less than two years, or twelve months
base salary if he was been employed by BioTime for at least two years; and
50%
of the then unvested shares subject to Dr. West’s Option will vest if
he was been employed for less than two years, or one 100% of the then unvested
shares subject to his Option if he was employed for at least two
years.
“Change
of Control” means (A) the acquisition of voting securities of BioTime by a
person or an Affiliated Group entitling the holder to elect a majority of the
directors of BioTime; provided, that an increase in the amount of voting
securities held by a person or Affiliated Group who on the date of the
Employment Agreement owned beneficially owned (as defined in Section 13(d)
of
the Securities Exchange Act of 1934, as amended, and the regulations thereunder)
more than 10% of the voting securities shall not constitute a Change of Control;
and provided, further, that an acquisition of voting securities by one or more
persons acting as an underwriter in connection with a sale or distribution
of
voting securities shall not constitute a Change of Control, (B) the sale of
all
or substantially all of the assets of BioTime; or (C) a merger or consolidation
of BioTime with or into another corporation or entity in which the stockholders
of BioTime immediately before the merger or consolidation do not own, in the
aggregate, voting securities of the surviving corporation or entity (or the
ultimate parent of the surviving corporation or entity) entitling them, in
the
aggregate (and without regard to whether they constitute an Affiliated Group)
to
elect a majority of the directors or persons holding similar powers of the
surviving corporation or entity (or the ultimate parent of the surviving
corporation or entity). A Change of Control shall not be deemed to have occurred
if all of the persons acquiring voting securities or assets of BioTime or
merging or consolidating with BioTime are one or more direct or indirect
subsidiary or parent corporations of BioTime. “Affiliated Group”
means (A) a person and one or more other persons in control of, controlled
by,
or under common control with such person; and (B) two or more persons who,
by
written agreement among them, act in concert to acquire voting securities
entitling them to elect a majority of the directors of
BioTime. “Person” includes both people and entities.
As
a
result of the appointment of Dr. West as Chief Executive Officer, the members
of
the Office of the President of BioTime will exercise the duties of the Chief
Executive Officer only in Dr. West’s absence.
Item
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of
the Code of Ethics.
BioTime’s
Code of Ethics states that employees should not provide consulting services
to a
competitor or hold a financial interest in a competitor. BioTime has
granted Dr. West a waiver from that provision of its Code of Ethics with respect
to the Advanced Cell Technology, Inc. common stock and stock options he
owns. Dr. West may also provide certain consulting services to his
former employer and to remain on its board of directors until December 31,
2007. Advanced Cell Technology, Inc. is a potential competitor of
BioTime in field of regenerative medicine and stem cell technology.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
release dated October 11, 2007
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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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BIOTIME,
INC.
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Date: October
11, 2007
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By
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/s/
Judith Segall
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Vice
President & Secretary
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Member,
Office of the President
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Exhibit
Number
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Description
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Press
release dated October 11, 2007
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