form8kseverance.htm
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): December 8, 2008
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Georgia
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0-31261
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58-2108232
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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8995
Westside Parkway
Alpharetta,
GA 30009
(Address
of principal executive offices)
Registrant's
telephone number, including area code (678) 336-2500
_________________
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):
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 18, 2008, the United States
Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”)
entered an order approving the payment of severance to employees of
AtheroGenics, Inc. (the “Company”) upon their involuntary separation from the
Company’s employment. The objection period specified in the order
expired December 8, 2008 and as a result the order is now
final. Pursuant to the order, Drs. Medford and Montgomery, and
Messrs. Colonnese and Gaynor (the “Named Executive Officers”) shall each receive
a cash payment of $125,000 in the event of their involuntary separation from the
Company’s employment (other than a “for cause” separation). Since
such amount is substantially lower than the amount of severance that would have
been payable under each of the Named Executive Officer’s employment agreement,
each Named Executive Officer will also have a non-priority, general unsecured
claim against the Company's bankruptcy estate for such difference.
Each Named Executive Officer shall also
be entitled to receive an additional incentive payment if the Company’s non-cash
assets are sold for amounts that exceed certain thresholds approved by the
Bankruptcy Court.
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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ATHEROGENICS,
INC.
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Date: December
10, 2008
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By:
/s/MARK P.
COLONNESE
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Mark
P. Colonnese
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Executive
Vice President, Commercial Operations
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and
Chief Financial Officer
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