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 (Date of earliest event
reported): July 24, 2007
Corcept
Therapeutics Incorporated
(Exact
name of registrant as specified in its charter)
000-50679
(Commission
File
Number)
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Delaware
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77-0487658
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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149
Commonwealth Drive
Menlo
Park, CA 94025
(Address
of principal executive offices, with zip code)
(650)
327-3270
(Registrant's
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain
Officers
(e)
On
July 24, 2007, Corcept Therapeutics Incorporated (the Company) entered into
Severance and Change in Control Agreements with each of its executive officers:
Joseph K. Belanoff, M.D., Chief Executive Officer; Robert L. Roe, M.D.,
President; and Anne M. LeDoux, Chief Accounting Officer. The terms of the
agreements are identical. The agreements provide that, upon termination without
cause or for good reason regardless of whether it is in connection with a change
in control, the executive will be eligible for 12 months of his or her then
current base salary and continued health insurance coverage for this same
period. In addition, the agreements provide for the full vesting of
all outstanding equity awards in the event the executive’s employment is
terminated without cause or for good reason within 18 months following a change
in control. The agreement with Dr. Roe supersedes his prior agreement with
the
Company. The other officers did not have prior employment or severance
agreements.
On
July
24, 2007, the Company also entered into a Severance and Change in Control
Agreement with James N. Wilson, Chairman of the Board of Directors. The
agreement with Mr. Wilson provides that if his employment or service on the
Board terminates involuntarily without cause or good reason within eighteen
months of a change in control all outstanding equity awards shall become fully
vested. Mr. Wilson did not have a prior severance agreement.
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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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CORCEPT
THERAPEUTICS INCORPORATED
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Date: July
30, 2007
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By:
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/s/ Joseph
K. Belanoff, M. D.
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Joseph
K. Belanoff, M. D.
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||||
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Chief
Executive Officer
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