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
Date of Report (Date of earliest event reported): January 25, 2005
IPIX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
3160 CROW CANYON ROAD, SAN RAMON, CALIFORNIA 94583
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 242-4002
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N/A
(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):
[ ] 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.
Effective January 21, 2005 (the "Termination Date"), Paul Farmer resigned
as the Chief Financial Officer, Executive Vice President, Secretary and
Treasurer of, and as an employee of, IPIX Corporation. The Company entered into
a separation agreement (the "Separation Agreement") with Mr. Farmer effective
January 25, 2005, which is being filed with this report as Exhibit 99.1.
Pursuant to the terms of the Separation Agreement and in accordance with the
terms of the employment agreement between the Company and Mr. Farmer dated July
1, 2001 (the "Employment Agreement"), (i) the Company will pay, within thirty
(30) days of the Termination Date, any portion of Mr. Farmer's base salary,
vacation time, travel and business expense incurred or accrued but not paid as
of the Termination Date, (ii) the Company will pay Mr. Farmer a severance
payment of $112,500, which will be paid in twelve semi-monthly installments,
(iii) any stock options granted to Mr. Farmer that were unvested as of the
Termination Date will continue to vest for six months after the Termination
Date, and such options must be exercised within ninety (90) days thereafter,
after which time they will expire and (iv) for a period of six months after the
Termination Date, the Company will reimburse Mr. Farmer for the amount of any
premium payments for group health coverage made by Mr. Farmer pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985. The Employment Agreement
was terminated effective January 21, 2005, except that certain obligations
concerning confidentiality, non-solicitation and non-disparagement will survive
termination.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Employment Agreement between the Company and Mr. Farmer was terminated
effective January 21, 2005. The principal terms of the Employment Agreement have
been described in a previous SEC filing by the Company. A copy of the Employment
Agreement was filed as Exhibit 10.3 to the quarterly report on Form 10-Q filed
by the Company on August 14, 2001 (File No. 000-26363).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Filed as Exhibit 99.1 is a copy of the Separation Agreement entered into by
and between the Company and Mr. Farmer effective January 25, 2005.
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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.
IPIX CORPORATION
Dated: January 28, 2005 /s/ Clara M. Conti
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Clara M. Conti
President and Chief Executive Officer
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