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):
eXegenics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-26648
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75-2402409 |
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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.) |
4400 Biscayne Boulevard
Suite 900
Miami, Florida 33137
(Address of principal executive offices) (Zip Code)
(Former Name or Former Address, if Changed Since Last Report)
Registrant’s telephone number, including area code: (
305) 575-6015
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 4.01. Changes in Registrant’s Certifying Accountant
On
April 9, 2007, the Board of Directors of eXegenics Inc. (the
“Company”) approved the
decision to engage Ernst & Young LLP (
“Ernst & Young”), as
the Company’s independent registered
public accounting firm and the decision to dismiss of Rotenberg & Co., LLP (
“Rotenberg”).
The reports of Rotenberg for the fiscal years ended
December 31, 2006 and
2005 did not contain any
adverse opinion or disclaimer of opinion and were not modified or qualified as to uncertainty,
audit scope, or accounting principles.
From
September 23, 2005 through the end of the fiscal year ended
December 31, 2006, there were
no disagreements with Rotenberg on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Rotenberg, would have caused Rotenberg to make reference to the subject matter of
the disagreements in connection with its report and there were no
“reportable events” as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Rotenberg a copy of the above disclosures and has requested that
Rotenberg furnish it with a letter addressed to the Securities and Exchange Commission stating
whether or not Rotenberg agrees with the above statements. Pursuant to our request, Rotenberg has
provided the letter included hereto as
Exhibit 16.1.
During the fiscal years ended
December 31, 2005 and
2006 and during the current fiscal year through
the date of this Form 8-K, neither
the Company nor anyone acting on its behalf consulted Ernst &
Young regarding (1) either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on
the Company’s
consolidated financial statements or (2) any matter that was either the subject of a disagreement
with Rotenberg on accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which, if not resolved to the satisfaction of Rotenberg , would have caused
Rotenberg LLP to make reference to the matter in their report, or a reportable event as defined in
Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.
The Company provided
Ernst & Young with this Form 8-K prior to filing it with the Securities and Exchange Commission.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
The Company entered into a new employment letter with Dale Pfost, PhD effective as of
April 9,
2007 (the
“Employment Agreement”), pursuant to which Dr. Pfost will serve as the President of the
Company. A copy of the Employment Agreement is attached hereto as
Exhibit 10.1 and is incorporated
herein by reference.
Under the employment agreement, Dr. Pfost will receive an annual base salary of $325,000,
which may be increased at the discretion of
the Company’s Board of Directors (the
“Board”). The
Employment Agreement provides for a bonus of $40,000 to be paid by
April 19, 2007, which represents
Dr. Pfost’s bonus for fiscal year 2006. Dr. Pfost is also eligible to receive a discretionary
annual bonus based on Dr. Pfost’s performance and
the Company’s business results as determined by
the Board in its sole discretion. Under the Employment Agreement, either
the Company or Dr. Pfost
may terminate his employment at any time, subject to continuation of salary payment and benefits
for 12 months if
the Company terminates Dr. Pfost’s employment without cause, if Dr. Pfost
terminates his employment for good reason or if
the Company gives Dr. Pfost notice of our intent not
to renew the Employment Agreement after the first year. The one-year employment period will be
automatically extended for an additional year unless either
the Company or Dr. Pfost shall have
given to the other party written notice of non-extension at least sixty (60) days prior to such
anniversary. We have agreed to grant Dr. Pfost an option to purchase 300,000 shares of our common
stock subject to the adoption of and approval by our stockholders of a new equity incentive
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