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 (Earliest Event Reported): May 4, 2009
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-15327
(Commission
File Number)
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58-1642740
(I.R.S.
Employer Identification No.)
|
|
11726
San Vicente Boulevard, Suite 650
Los
Angeles, California
(Address
of Principal Executive Offices)
|
90049
(Zip
Code)
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(310)
826-5648
(Registrant’s
Telephone Number, Including Area Code)
______________________________
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:
¨ 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
May 4, 2009, we entered into an employment agreement with Jaisim Shah,
under which we agreed to employ Mr. Shah through December 31, 2010 as our
Chief Business Officer and Senior Vice President – Business
Development. In connection with entering into the employment
agreement, we granted Mr. Shah a ten-year non-qualified stock option under our
2000 Long-Term Incentive Plan to purchase up to 150,000 shares of our common
stock at an exercise price of $0.41 per share, which equaled the market price of
our common stock on May 4, 2009 as reported in The NASDAQ Stock
Market. The option will vest ratably in 36 equal monthly installments
commencing on the first monthly anniversary of the grant date and continuing on
each successive monthly anniversary of the grant date until the option becomes
fully vested, subject to Mr. Shah remaining in our continuous employ through
such monthly vesting periods.
Under his
employment agreement, Mr. Shah is entitled to a base annual salary of $300,000,
plus an amount equal to 1% of upfront monies received by us from strategic
partnerships, sales of assets and out-license arrangements in which he is
significantly involved on our behalf. Mr. Shah also is eligible to
receive an annual bonus as determined by us in our sole
discretion. In the event we terminate Mr. Shah’s employment without
“cause” (as defined in his employment agreement), we agree to pay him a lump-sum
severance amount equal to six months’ base annual salary under his employment
agreement.
ITEM
9.01 Financial
Statements and Exhibits
(c) Exhibits
The
following exhibit is filed as part of this report:
99.1 CytRx
Corporation press release dated May 5, 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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CYTRX
CORPORATION
By:
/s/ Steven A.
Kriegsman
Steven
A. Kriegsman
President and
Chief Executive Officer
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Dated: May
5, 2009
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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CytRx
Corporation press release dated May 5,
2009.
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