UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 28, 2007
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified in its charter)
Florida 000-27836 65-0643773
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2 Snunit Street
Science Park
POB 455
Carmiel, Israel 21000
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(Address of principal executive offices) (Zip Code)
1428 Brickell Avenue, Suite 105, Miami, Florida 33131
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(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: +972-4-988-9488
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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 February 28, 2007, the board of directors of Protalix BioTherapeutics, Inc.
(the "Company") resolved to amend the Stock Option Award Agreements, dated
December 31, 2006, entered into by and between the Company and each of Phillip
Frost, M.D., Jane Hsiao, Ph.D., and Steven Rubin (the "Option Agreements") and
on March 1, 2007, the Option Agreements were amended. The purpose of the
amendments is to revise the vesting schedules of the options provided for in
such Agreements.
According to the options, as amended, the first 40% of the options granted under
each Option Agreement shall vest on March 1, 2008; the remainder of such options
will vest in four increments of 15% each on each of the following dates: June
30, 2008, December 31, 2008, June 30, 2009, and September 30, 2009. No other
changes were made to the Option Agreements. Dr. Frost and Dr. Hsiao are members
of the Company's board of directors. Mr. Rubin performs certain legal, corporate
and other consulting services for the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Protalix Ltd. ("Protalix"), a wholly-owned subsidiary of the Company entered
into an employment agreement with Mr. Iftah Katz effective as of February 28,
2007 (the "Employment Agreement"), pursuant to which Mr. Katz will serve as Vice
President of Operations of Protalix. The Employment Agreement is terminable by
either Protalix or Mr. Katz upon 60 days' notice, and without notice in the
first month of his employment. No notice is required for a termination by
Protalix for cause.
During the last five years, Mr. Katz, aged 43, has served as the Vice President,
Pharmaceutical Technologies of Taro Pharmaceutical Industries Ltd., and, most
recently, as its Vice President, Operational Excellence and Technology.
Mr. Katz's monthly salary during his employment under the Employment Agreement
will be NIS 45,000 (approximately $10, 672, based on the exchange rate as of
March 1, 2007), which may be adjusted from time to time in accordance with the
cost of living index as may be required by Israeli law. Pursuant to the
Employment Agreement, Mr. Katz is entitled to a bonus upon achievement of a
significant milestone by Protalix at Protalix's discretion. In addition, subject
to the approval of the Company's Compensation Committee or the Board of
Directors, Mr. Katz is entitled to an option to purchase 204,351 shares of the
Company's common stock, par value $0.001 per share at a purchase price to be
determined by the Company's Compensation Committee or the Board of Directors.
The option shall vest over a period of four years as follows: one fourth of the
options will vest upon the lapse of one year from the date of grant of the
option and, thereafter, the remainder shall vest on a quarterly basis in 12
equal installments.
Item 8.01. Other Events
On March 1, 2007, the Company issued a press release announcing that it had
changed its name to Protalix BioTherapeutics, Inc. and that, as of the open of
business on March 1, 2007, the Company's ticker symbol on the OTC Bulletin Board
would be PXTB.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated March 1, 2007
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.
PROTALIX BIOTHERAPEUTICS, INC.
(Registrant)
Date: March 1, 2007 By: /s/ David Aviezer
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Name: David Aviezer, Ph.D.
Title: President and
Chief Executive Officer
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