UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): May 18, 2009
Repros Therapeutics Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-15281
|
|
76-0233274 |
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
|
|
|
2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(Address of principal
executive offices
and zip code)
(281) 719-3400
(Registrants telephone
number, including area
code)
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 1.01 Entry into a Material Definitive Agreement.
On
May 18, 2009, Repros Therapeutics Inc., or the Company, entered into an indemnification
agreement with each member of its Board of Directors, as constituted at that time, which members are
set forth in the Companys most recent proxy statement. These agreements provide, among other
things, that the Company will indemnify each director, each, an
Indemnitee, in the event that the
Indemnitee becomes a party or otherwise a participant in any action or proceeding on account of the
Indemnitees service as a director, officer, employee or agent of the Company (or service for another corporation or entity in
any capacity at the request of the Company) to the fullest extent permitted by the Delaware General
Corporation Law and the Restated Certificate of Incorporation, as amended, and Restated Bylaws of
the Company. Under the indemnification agreement, the Company will pay, in advance of the final
disposition of any such action or proceeding, expenses (including attorneys fees) incurred by the
Indemnitee in defending or otherwise responding to such action or proceeding upon receipt of a
written undertaking from the Indemnitee to repay the amount advanced consistent with applicable law
in the event that a court shall ultimately determine that he or she is not entitled to be
indemnified for such expenses. The advancement of such expenses shall not be required if it is
determined by certain governmental authorities that such advancement is a personal loan in
contravention of the Sarbanes-Oxley Act. The contractual rights to indemnification provided by the
indemnification agreements are subject to the limitations and conditions specified in the
agreements, and are in addition to any other rights each Indemnitee may have under the Companys
Restated Certificate of Incorporation, as amended, and Restated Bylaws, each as amended from time
to time, and applicable law.
The foregoing summary of the indemnification agreements is qualified in its entirety by
reference to the form of indemnification agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.1
|
|
Form of Indemnification Agreement. |