Form 8-K Indemnification Agreement
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): July 5,
2006
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 1.01.
Entry into a Material Definitive Agreement.
On July 5, 2006, AtheroGenics, Inc. (the “Company”) entered into an
Indemnification Agreement (the “Indemnification Agreement”) with each of its
Directors and Officers in the form attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Under
the Indemnification Agreement, the Company agreed to indemnify each director
and
officer against liability arising out of the individual’s performance of his
duties to the Company. The Indemnification Agreement provides indemnification
in
addition to the indemnification provided by the Company’s certificate of
incorporation, by-laws and applicable law. Among other things, the
Indemnification Agreement indemnifies each director and officer for certain
expenses (including attorneys’ fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in any action or proceeding, including
any action by or in the right of the Company arising out of his service to
the
Company or to any other entity to which he provides services at the Company’s
request. Further, the Company agrees to advance expenses he may spend as a
result of any proceeding against him as to which he could be indemnified.
The
foregoing description of the Indemnification Agreement is a general description
only and is qualified in its entirety by reference to the form Indemnification
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item
8.01 Other Events.
On
July 6, 2006, AtheroGenics, Inc. issued a press release announcing the promotion
of Joseph M. Gaynor, Jr. to
Senior
Vice President and General Counsel.
Mr.
Gaynor joined AtheroGenics in 2005 as Vice President and General Counsel and
a
member of the Company’s Executive Committee. As Senior Vice President and
General Counsel, he is responsible for all aspects of the Company’s legal
affairs, reporting to Russell M. Medford, M.D., Ph.D., AtheroGenics’ President
and Chief Executive Officer.
A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are furnished as part of this current report on Form
8-K.
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Exhibit
No.
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Description
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10.1
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-
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Form
of Indemnification Agreement dated July 5, 2006
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99.1
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-
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Press
Release dated July 6, 2006
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____________________
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:
July 6, 2006
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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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____________________
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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-
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Form
of Indemnification Agreement dated July 5, 2006
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99.1
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-
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Press
Release dated July 6, 2006
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