SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 5, 2005
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SIGA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23047 13-3864870
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
420 Lexington Avenue, Suite 408 10170
New York, New York (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 672-9100
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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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 August 5, 2005, SIGA Technologies, Inc., a Delaware corporation
("SIGA"), entered into a Letter Agreement, dated as of August 5, 2005, with John
Odden (the "Letter Agreement"). The following summary of certain provisions of
the Letter Agreement is qualified in its entirety by reference to the complete
Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto.
The Letter Agreement confirms the terms of Mr. Odden's resignation
of his employment with SIGA as Vice President - Business Development, effective
August 5, 2005 (the "Resignation Date"). Pursuant to the Letter Agreement, all
existing employment agreements between Mr. Odden and SIGA, including without
limitation that certain Employment Agreement, dated as of July 29, 2004 and with
an effective date of August 23, 2004, by and between SIGA and Mr. Odden (the
"Employment Agreement"), are terminated as of the date of the Letter Agreement.
SIGA will continue to pay Mr. Odden his base salary pursuant to the Employment
Agreement, less all applicable withholdings for federal, state and local income
taxes, social security, and all other customary withholdings, through September
15, 2005. Any options granted to Mr. Odden prior to the date of the Letter
Agreement shall be subject to the terms and conditions of the applicable
agreement reflecting such grant and any applicable plan under which such options
were issued.
In exchange for and in consideration of the promises, covenants and
agreements set forth in the Letter Agreement, Mr. Odden releases SIGA to the
maximum extent permitted by law from any and all manner of claims, demands,
causes of action, obligations, damages, or liabilities whatsoever of every kind
and nature, at law or in equity, known or unknown, and whether or not
discoverable, which you have or may have for any period prior to your execution
of this letter agreement, including without limitation those claims enumerated
in Paragraph 7 of the Letter Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
See Item 1.01 above for a description of the terms of the Letter
Agreement, which, among other things, terminates the Employment Agreement. A
copy of the Employment Agreement is included as Exhibit 10.1 to SIGA's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2004, filed
with the Securities and Exchange Commission on November 15, 2004.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
See Item 1.01 above for a description of the terms of the Letter
Agreement pursuant to which Mr. Odden resigned as Vice President - Business
Development of SIGA, effective August 5, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Letter Agreement, dated as of August 5, 2005, between SIGA and
John Odden.
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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.
SIGA TECHNOLOGIES, INC.
By: /s/ Thomas N. Konatich
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Name: Thomas N. Konatich
Title: Chief Financial Officer
Date: August 11, 2005
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Exhibit 10.1
[SIGA LETTERHEAD]
August 5, 2005
John Odden
67 Panorama
Coto De Caza, CA 92679
Dear John:
This letter agreement confirms the terms of your resignation of your
employment with SIGA Technologies, Inc. For purposes of this letter agreement,
"SIGA" refers to SIGA Technologies, Inc., its past and present parents,
subsidiaries, affiliates and divisions, and their respective past and present
officers, directors, agents, employees, successors and assigns, in both their
individual and corporate capacities.
1. As of the Resignation Date (defined below), all existing
employment agreements between you and SIGA, whether oral or written, and
including without limitation the Employment Agreement dated as of July 29, 2004,
are hereby terminated, except as expressly stated herein. Except as otherwise
expressly provided herein, you agree that this letter agreement supercedes any
such agreement between you and SIGA.
2. You agree that you shall execute such documents as may be
necessary to give effect to your resignation or to remove you from any other
positions with SIGA.
3. Your employment with SIGA is terminated effective August 5, 2005
(the "Resignation Date"). You represent that you do not have any claim, action,
or proceeding pending against SIGA.
4. In full consideration for your agreements set forth in this
letter agreement, (a) SIGA agrees that it shall continue to pay your base
salary, less all applicable withholdings for federal, state and local income
taxes, Social Security, and all other customary withholdings, through September
15, 2005; and (b) you shall be paid for vacation days accrued but untaken as of
the Resignation Date.
5. Any options granted to you prior to the date hereof shall be
subject to the terms and conditions of the applicable agreement reflecting such
grant and any applicable plan under which such options were issued.
6. You agree that during the period you are receiving payments
pursuant to paragraph 4(a) above, you shall not sell any SIGA stock owned
directly or indirectly by you. You are reminded that you may be subject to
certain restrictions regarding the purchase and sale of securities of SIGA
pursuant to various securities laws, regulations, and policies, and are advised
to act in accordance with such restrictions.
SIGA TECHNOLOGIES, INC.
420 LEXINGTON AVENUE - SUITE 408, NEW YORK, NEW YORK 10170
(212) 672-9100 FAX: (212) 697-3130 www.siga.com
7. Except as necessary to enforce the terms of this letter
agreement, and in exchange for and in consideration of the promises, covenants
and agreements set forth herein, you hereby release SIGA to the maximum extent
permitted by law from any and all manner of claims, demands, causes of action,
obligations, damages, or liabilities whatsoever of every kind and nature, at law
or in equity, known or unknown, and whether or not discoverable, which you have
or may have for any period prior to your execution of this letter agreement,
including, but not limited to, claims for additional compensation, claims for
severance pay, claims of defamation, wrongful discharge or breach of contract,
claims for unpaid wages or commissions or bonuses, claims arising under any
federal, state or local labor laws, claims of discrimination under the Age
Discrimination in Employment Act of 1967, as amended, Title VII of the Civil
Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the
California Fair Employment and Housing Act, the California Moore-Brown-Roberti
Family Rights Act, the California Civil Code, the California Constitution, the
California Labor Code, or any other federal, state or local laws, claims arising
under the Employee Retirement Income Security Act of 1974, and any claim for
attorneys' fees or costs.
You acknowledge that Section 1542 of the Civil Code of the State of
California provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
You acknowledge and understand that Section 1542 gives you the right
not to release existing claims of which you are not now aware, unless you
voluntarily choose to waive this right. Even though you are aware of this right,
by executing this Agreement below you nevertheless hereby voluntarily waive the
rights described in Section 1542, and elect to assume all risks for claims that
now exist in your favor, known or unknown, arising from the subject matter of
this Agreement.
8. Except as provided in paragraph 4 of this letter agreement, you
shall not be entitled to any sum of money or benefits from SIGA.
SIGA TECHNOLOGIES, INC.
420 LEXINGTON AVENUE - SUITE 408, NEW YORK, NEW YORK 10170
(212) 672-9100 FAX: (212) 697-3130 www.siga.com
9. You agree that it is a material condition of this letter
agreement that you comply with the terms of Section 9 of the Employment
Agreement between SIGA and you, dated as of July 29, 2004, which is incorporated
by reference herein.
10. It is a material condition of this letter agreement that you
maintain strictly confidential, and shall take all reasonable steps to prevent
the disclosure to any person or entity, the existence and terms of this letter
agreement, except as provided by law. This provision does not prohibit you from
providing this information to your spouse or to your attorneys or accountants
for purposes of obtaining legal or tax advice or as otherwise provided by law.
To the extent you make any disclosure to any attorney or accountant as permitted
pursuant to this paragraph, you shall instruct such person not to make any
further disclosure except in accordance with this paragraph.
11. In executing this letter agreement, neither you nor SIGA admits
any liability or wrongdoing, and the considerations exchanged herein do not
constitute an admission of any liability, error, contract violation, or
violation of any federal, state, or local law, or regulation.
12. This letter agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
13. The unenforceability or invalidity of any provision or
provisions of this letter agreement shall not render any other provision or
provisions hereof unenforceable or invalid.
14. This letter agreement constitutes the entire agreement between
you and SIGA and cannot be altered except in a writing signed by both you and
SIGA. You acknowledge that you entered into this letter agreement voluntarily,
that you fully understand all of its provisions, and that no representations
were made to induce execution of this letter agreement that are not expressly
contained herein.
15. You are hereby advised to consult with an attorney prior to
executing this letter agreement. You acknowledge that you have been afforded an
opportunity to consult with the attorneys of your choice prior to executing this
letter agreement.
16. You acknowledge that you have been afforded an opportunity to
take at least twenty-one (21) days to consider this letter agreement. You
further acknowledge that you will have a period of seven (7) calendar days
following your execution of this letter agreement in which to revoke your
consent, and that such revocation will be effective only if received in writing
by me at SIGA Technologies, Inc., 420 Lexington Avenue, Suite #408, New York,
New York 10170 on or before the expiration of this seven (7) day period. This
SIGA TECHNOLOGIES, INC.
420 LEXINGTON AVENUE - SUITE 408, NEW YORK, NEW YORK 10170
(212) 672-9100 FAX: (212) 697-3130 www.siga.com
letter agreement will not become effective or enforceable until the revocation
period has expired.
Please indicate your acceptance of the terms of this letter
agreement by countersigning below and returning this letter agreement to me.
Very truly yours,
SIGA TECHNOLOGIES, INC.
/s/ Thomas N. Konatich
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By: Thomas N. Konatich
Agreed:
/s/ John Odden
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John Odden
SIGA TECHNOLOGIES, INC.
420 LEXINGTON AVENUE - SUITE 408, NEW YORK, NEW YORK 10170
(212) 672-9100 FAX: (212) 697-3130 www.siga.com