form8kscottdeparture.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): October 17,
2007
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 30004
(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
(b)
AtheroGenics, Inc. announced the
resignation of Robert A.D. Scott, M.D., Executive Vice President, Research
and
Development and Chief Medical Officer, effective as of October 17,
2007.
(e)
In connection with Dr. Scott’s
resignation, AtheroGenics terminated the employment agreement dated September
25, 2006, between Dr. Scott and AtheroGenics (the “Employment
Agreement”). In accordance with the terms of the Employment
Agreement, if Dr. Scott signs and does not revoke a general release of the
Company and its directors, officers and affiliates, Dr. Scott will receive
a
payment equal to one and one half times his current salary and a bonus payment
equal to one and one half times his target incentive compensation for
2007. The severance amount payable to Dr. Scott will be paid in a
lump sum cash payment on April 18, 2008 (together with interest from the date
of
termination to the delayed payment date). In addition, AtheroGenics
will accelerate the vesting of stock options that otherwise would vest within
18
months of Dr. Scott’s termination.
Dr.
Scott may also elect continuation
coverage under AtheroGenics’ group health plan until the earlier of (1) the 18
month anniversary of Dr. Scott’s termination and (2) the date on which Dr. Scott
commences employment with a new employer and is eligible to participate in
its
healthcare benefits program.
Pursuant
to the Employment Agreement, Dr. Scott is prohibited from competing with
AtheroGenics and from soliciting certain customers, joint venture partners
or
AtheroGenics employees for a one-year period following his
termination. In addition, Dr. Scott is prohibited from disclosing
certain confidential information for a five-year period following his
termination.
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.
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ATHEROGENICS,
INC.
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Date: October
23, 2007
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/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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____________________