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)
June 11, 2009
HEMISPHERX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27072 52-0845822
(state or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
1617 JFK Boulevard, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-0080
_____________________________________________________________
(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 (see General Instruction A.2. below):
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
See Item 5.02 below.
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 June 11, 2009, we hired Robert Dickey IV as a Senior Vice President.
Mr. Dickey, age 53, combines over 12 years of experience in biotech senior
management following an 18 year career as an investment banker. Mr. Dickey has
been a consultant to Hemispherx since November, 2008. Previously, he had been
involved in three biotech companies holding positions including CFO, COO, CEO
and board member. From 2007 through October, 2008, Mr. Dickey was Senior Vice
President, CFO and Business Unit Manager for StemCyte, Inc., an umbilical cord
stem cell therapeutics company. From 2005 to 2007, he was Vice President,
Finance and CFO of Locus Pharmaceuticals, Inc., a company involved in the use of
supercomputers to design drugs. From 2003 to 2005, he was President and Chief
Executive Officer of Protarga, Inc., a cancer company with a compound in Phase
III development. Mr. Dickey has been a member of the Board of Directors of
Protarga since 1996.
He has an undergraduate degree from Princeton University and an MBA from the
Wharton School of the University of Pennsylvania.
Pursuant to his employment agreement, Mr. Dickey is employed as our Senior Vice
President. He will receive an annual salary at the rate of $275,000 per year and
will be entitled to annual bonuses in the discretion of our Board of Directors
of up to 25% of his annual salary. Mr. Dickey will receive four year options to
purchase up to 150,000 shares of our common stock at an exercise price of $2.81
per shares. The options vest monthly over the four year period. However, if,
after he has been employed by us for three months, there is a "Change in
control" (as defined in the agreement), his options will vest in full. Mr.
Dickey also is entitled to employee benefits (e.g., health and vacation)
consistent with other of our employees of his seniority.
His employment is terminable by us or him on two weeks' notice. If he is
involuntarily terminated after six months' employment for any reason other than
for "Cause" (as defined in the agreement), or if he is constructively terminated
as a result of material diminution of his duties, authorities, position,
compensation or benefits ("Constructively Terminated"), he will be entitled to a
payment equal to 25% of his annual compensation in effect immediately prior to
such termination plus 25% of his bonus award for the prior year. If after three
months' employment there is a Change in control and he is involuntarily
terminated or Constructively Terminated within one year following the Change in
control, he will be entitled to a payment equal to 1.5 times his annual
compensation in effect immediately prior to the date of the Change in control,
or, if greater, his date of termination, plus 1.5 times his bonus award for the
prior year.
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.
HEMISPHERX BIOPHARMA, INC.
June 17, 2009 By: /s/ Charles T. Bernhardt
-----------------------------------
Charles T. Bernhardt
Chief Financial Officer