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): December 10, 2009
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-31617
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Delaware
(State or other jurisdiction
of incorporation)
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33-059-5156
(IRS Employer
Identification No.) |
47350 Fremont Blvd., Fremont, CA 94538
(Address of principal executive offices, including zip code)
510.226.2800
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On December 10, 2009, Vermillion, Inc. (the Company) entered into an offer letter with William
Wallen (the Wallen Offer Letter) for Mr. Wallen to join the Board and to serve as a member of the
Board. The offer was contingent upon approval by the Board. On December 14, 2009, the Board
approved the appointment of William Wallen to serve as a director filling one of the vacant Class I
director seats, with a current term that will expire at the annual meeting of stockholders to be
held in 2010.
Pursuant to the Wallen Offer Letter, once the Company emerges from bankruptcy, Mr. Wallen would be
expected to receive compensation consistent with the Companys post-bankruptcy compensation policy
for his service as a non-employee director, as specified from time to time by the Board.
On December 14, 2009, the Company issued a press release announcing the appointment of Mr. Wallen
as a new director. A copy of the Companys press release dated December 14, 2009 is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d) Exhibit No. |
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Description. |
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99.1 |
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Press Release dated December 14, 2009 |
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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Vermillion, Inc.
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Date: December 15, 2009 |
By: |
/s/ Gail S. Page
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Gail S. Page |
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Executive Chair of the Board of Directors |
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