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8-K
FIBROCELL SCIENCE, INC. filed this Form 8-K on 09/07/2004
Entire Document
 


Item 1.01 Entry into a Material Definitive Agreement.

        Effective September 1, 2004, Isolagen, Inc. ("Isolagen") and Mr. Robert Bitterman entered into an employment agreement (the "Agreement") pursuant to which Mr. Bitterman agreed to serve as Isolagen's chief executive officer and president from September 1, 2004 until December 31, 2007. The Agreement provides for annual salary of $400,000, a $1,000 per month automobile allowance, and, beginning in fiscal 2005, a merit-based bonus to be determined based upon mutually agreeable criteria. For fiscal 2004, Mr. Bitterman shall receive a bonus of $50,000. Under the Agreement, Mr. Bitterman was issued a five-year option to purchase 500,000 shares of Isolagen common stock at an exercise price equal to the average market value of the common stock during the ten days preceding the issuance, which vests ratably on a monthly basis over three years. If Mr. Bitterman achieves certain criteria during the term of the Agreement, then prior to September 30, 2005, he will be eligible to earn an additional option to purchase 166,666 shares of Isolagen common stock at an exercise price equal to the average market value of the common stock during the ten days preceding such additional issuance, if any, which would vest ratably on a monthly basis over three years. The vesting provisions of each of these options would accelerate and Mr. Bitterman would be entitled to a severance payment equal to his base salary plus a pro rata portion of his bonus, if any, for the greater of twelve months or the remainder of the term of the Agreement, if Mr. Bitterman were terminated without "cause," or if Mr. Bitterman were to terminate his employment with Isolagen for "good reason" (each of the terms as defined in the Agreement). During any period in which severance payments are being made, Mr. Bitterman has agreed not to compete with Isolagen.


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a)    Not applicable.

(b)    On September 1, 2004, Mr. Michael Macaluso resigned as chief executive officer and president of Isolagen.

(c)    (1)    On September 1, 2004, Isolagen appointed Robert Bitterman to serve as Isolagen's chief executive officer and president.

        (2)   Mr. Bitterman, age 53, has not served with Isolagen in any capacity prior to his appointment as chief executive officer and president. There are no familial relationships between Mr. Bitterman and any director or executive officer of Isolagen. From 1995 until August 2004, Mr. Bitterman served as president of Dermik Laboratories, a division of Aventis. Mr. Bitterman holds an A.B. in Economics from College of the Holy Cross and an M.B.A. from Boston University.

        (3)   See Item 1.01 for a discussion of the employment agreement between Isolagen and Mr. Bitterman.

(d)    On September 1, 2004, Mr. Bitterman was elected to the Board of Directors, as a Class II director, and he will stand for re-election at Isolagen's 2005 annual meeting of stockholders.


Item 9.01 Financial Statements and Exhibits

(a)
Not applicable.

(b)
Not applicable.

(c)
Exhibits.

99.1
Press release dated September 7, 2004

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