(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously described in the Registration Statement on Form S-1 (the
"Registration Statement") filed by Cara Therapeutics, Inc. (the "Company") in
connection with the Company's initial public offering of shares of its common
stock (the "IPO") on February 5, 2014, upon completion of the IPO, the Company
entered into employment agreements with Derek Chalmers (in his position as Chief
Executive Officer), Frédérique Menzaghi (in her position as Vice President -
Research and Development) and Josef Schoell (in his position as Chief Financial
Officer) (the "Employment Agreements").
Under the Employment Agreements, the executive officers' respective annual
salaries and target annual bonuses are:
Executive Officer Base Salary (as a % of Base Salary)
Dr. Chalmers $ 440,000 50 %
Dr. Menzaghi $ 302,500 35 %
Mr. Schoell $ 209,000 35 %
Under the Employment Agreements, each executive officer is eligible for
severance benefits in specified circumstances. Under the terms of the
agreements, upon execution and effectiveness of a general release of claims,
each executive officer will be entitled to severance payments if we terminate
his or her employment without cause, or in the case of Dr. Chalmers, he
terminates employment with us for good reason.
The foregoing description of the Employment Agreements is qualified in its
entirety by reference to the full texts of the Employment Agreements, which are
filed as Exhibits 10.1, 10.2 and 10.3 hereto, each of which is incorporated by
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Amendment and Restatement of Certificate of Incorporation and Bylaws
On February 5, 2014, the Company filed an amended and restated certificate of
incorporation (the "Amended Certificate") with the Secretary of State of the
State of Delaware in connection with the closing of the IPO. The Company's board
of directors (the "Board") and stockholders previously approved the Amended
Certificate to be filed in connection with, and to be effective upon, the
closing of the IPO, and the form of the Amended Certificate was filed as Exhibit
3.3 to the Company's Registration Statement on Form S-1 (the "Registration
Statement") filed in connection with the IPO. On February 5, 2014, the Company's
Amended and Restated Bylaws (the "Amended Bylaws") became effective in
connection with the closing of the IPO. The Company's Board and stockholders
previously approved the Amended Bylaws to become effective on the closing of the
IPO, and the form of the Amended Bylaws was filed as Exhibit 3.5 to the
The Amended Certificate amends and restates in its entirety the Company's
amended and restated certificate of incorporation, as amended, and the Amended
Bylaws amend and restate, in their entirety, the Company's amended and restated
bylaws. Collectively, the Amended Certificate and the Amended Bylaws, among
other things: (i) authorize 100,000,000 shares of common stock; (ii) eliminate
all references to the previously existing series of preferred stock;
(iii) authorize 5,000,000 shares of undesignated preferred stock that may be
issued from time to time by the Board in one or more series; (iv) provide that
the Board be divided into three classes with staggered three-year terms, with
one class of directors to be elected at each annual meeting of the Company's
stockholders; (v) provide that directors may only be removed with cause and only
upon the affirmative vote of holders of at least two-thirds of the voting power
of all then-outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors; (vi) provide that, subject to limited
exceptions, vacancies on the Board shall only be filled by the remaining members
of the Board; (vii) eliminate the ability of the Company's stockholders to take
action by written consent in lieu of a meeting; and (viii) provide that only the
Board, the chairman of the Board or the chief executive officer may call a
special meeting of stockholders.
The foregoing description of the Amended Certificate and the Amended Bylaws is
qualified in its entirety by reference to the full texts of the Amended
Certificate, which is filed as Exhibit 3.1 hereto, and the Amended Bylaws, which
are filed as Exhibit 3.2 hereto, each of which is incorporated by reference
Item 9.01. Financial Statements and Exhibits.
Number Exhibit Description
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
3.2 Amended and Restated Bylaws of the Registrant.
10.1 Employment Agreement with Derek Chalmers.
10.2 Employment Agreement with Frédérique Menzaghi.