UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 3, 2006
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| VIACELL, INC. |
| (Exact name of registrant as specified in its charter) |
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| Delaware |
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000-51110 |
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04-3244816 |
(State or other jurisdiction of
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 245 First Street, Cambridge, Massachusetts |
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02142 |
| (Address of Principal Executive Offices)
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(Zip Code) |
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Registrant’s telephone number, including area code: (617) 914-3400
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))
TABLE OF CONTENTS
Item 1.01. Entry Into A Material Definitive Agreement
On March 1, 2006, the following management agreements were amended as described below:
A. The Board of Directors of ViaCell, Inc. (the “Company”) approved an increase in the
salaries of executive officers as follows: (i) Marc Beer, Chief Executive Officer, received a
salary increase to $364,000.00; (ii) Anne Marie Cook, Senior Vice President and General Counsel,
received a salary increase to $284,449.20; and (iii) Stephan Wnendt, Senior Vice President Research
and Development, received a salary increase to $240,925.20.
B. The Board of Directors of the Company awarded bonuses to the executive officers of the
Company based upon the results of the Company’s corporate objectives for fiscal year 2005 as
follows: (i) Marc Beer received $117,180.01; (ii) Anne Marie Cook received $22,859.99; (iii)
Stephan Wnendt received $51,814.44; and (iv) Steve Dance, Senior Vice President and Chief Financial
Officer, received $26,583.69.
C. The Board of Directors of the Company granted Stephan Wnendt options to purchase 10,000
shares of the Company’s common stock under its Amended and Restated 1998 Equity Incentive Plan.
Also, the management agreement of Morey Kraus, Senior Vice President and Chief Technology
Officer, was amended as follows: the Board of Directors of the Company approved a salary, bonus,
and option grant for Morey Kraus. He will receive a salary increase to $226,100.40 for 2006, was
awarded a bonus of $38,263.14 for 2005 and received an option to purchase 25,000 shares of the
Company’s common stock.
In addition, the Board of Directors of the Company approved a salary, bonus, and option grant for
Mary Thistle, Senior Vice President and General Manager. Mary Thistle will receive a salary of
$228,800 for 2006. She was awarded a bonus of $37,895.01 for 2005 and received an option to
purchase 25,000 shares of the Company’s common stock.