Form 8-K Epizyme, Inc. For: Jan 28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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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�28, 2015

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EPIZYME, INC.

(Exact Name of Registrant as Specified in Charter)

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Delaware	�	001-35945	�	26-1349956
(State or Other Jurisdiction of Incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

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400 Technology Square, Cambridge, Massachusetts	�	02139
(Address of Principal Executive Offices)	�	(Zip Code)

Registrant�s telephone number, including area code: (617)�229-5872

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(Former Name or Former Address, if Changed Since Last Report)

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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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�	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�5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February�3, 2015, the Company announced that Andrew E. Singer had been appointed as Executive Vice President, Finance and Administration, Chief Financial Officer, and Treasurer of Epizyme, Inc., a Delaware corporation, (the �Company�) effective as of February�9, 2015.

Prior to accepting this position with the Company, from 2004 to January 2015, Mr.�Singer, 44, served in increasing levels of responsibility in the Health Care Investment Banking Group at RBC Capital Markets Corporation (�RBC�), an investment bank, most recently serving as a Managing Director. Prior to joining RBC, Mr.�Singer worked at Petkevitch�& Company, co-founded MVC Capital, and worked at Robertson, Stevens�& Co, The Shansby Group and The Blackstone Group. Mr.�Singer serves on the board of directors of the J.F. Kapnek Trust. Mr.�Singer received a B.A. from Yale University and an M.B.A. from Harvard University Graduate School of Business.

Mr.�Singer has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr.�Singer and any other person pursuant to which he was elected as an officer of the Company.

In accordance with the terms of his employment offer letter with the Company, Mr.�Singer�s annual base salary will be $400,000 and his annual target bonus opportunity will be 40% of his annual base salary. Additionally, Mr.�Singer will receive a one-time payment of $200,000 to assist in his relocation to the greater Boston area.

Effective on February�9, 2015, the date Mr.�Singer commences employment with the Company, Mr.�Singer will be granted stock options to purchase 104,169 shares of common stock of the Company and an award of 37,313 restricted stock units of the Company. These equity awards vest as to 25% of the underlying shares on the first anniversary of his employment date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of his employment date until the fourth anniversary of such date. The stock options will have an exercise price per share based on the closing market price of the Company�s common stock on February�9, 2015. Additionally, in accordance with the terms of his employment offer letter and subject to his continued employment with the Company, Mr.�Singer will be granted a second restricted stock unit award upon the first anniversary of the commencement of his employment with the Company. The number of restricted stock units to be issued under the second restricted stock unit award will be determined by dividing $750,000 by the closing price of the Company�s common stock on the first anniversary of the commencement of his employment. This award will vest as to 25% of the underlying shares on the first anniversary of the commencement of his employment and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of his employment date until the fourth anniversary of such date.

Under the Company�s Executive Severance and Change in Control Plan (the �Severance Plan�), if the Company terminates Mr.�Singer�s employment without cause (as defined in the Severance Plan), prior to or more than twelve months following a change in control (as defined in the Severance Plan), he will be entitled to receive his monthly base salary and medical benefits for six months following the date of such termination or, if the Company terminates Mr.�Singer�s employment without cause or he terminates his employment for good reason (as defined in the Severance Plan) within twelve months following a change in control, he will be entitled to receive his monthly base salary and medical benefits for twelve months following the date of such termination and 100% of his target bonus, in either case subject to Mr.�Singer signing a severance agreement and release of claims.

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The foregoing descriptions of Mr.�Singer�s employment offer letter and the Severance Plan do not purport to be complete and are qualified in their entirety by reference to the employment offer letter, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference, and the Severance Plan, a copy of which was filed as Exhibit 10.10 to Amendment No.�1 to the Company�s Registration Statement on Form S-1 (File No.�333- 187982) filed with the SEC on April�26, 2013.

Also in connection with Mr.�Singer�s appointment as an officer of the Company, Mr.�Singer will enter into the Company�s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.16 to Amendment No.�1 to the Company�s Registration Statement on Form S-1 (File No.�333- 187982) filed with the SEC on April�26, 2013. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr.�Singer for some expenses, including attorneys� fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our officers.

Upon the commencement of Mr.�Singer�s employment with the Company, Mr.�Singer will assume the roles of principal financial officer and principal accounting officer of the Company. Accordingly, Robert J. Gould, Ph.D., the Company�s President and Chief Executive Officer, will cease to serve as the Company�s principal financial officer, and Stephen Garbacz, the Company�s Executive Director of Finance, will cease to serve as the Company�s principal accounting officer.

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Item�7.01

Regulation FD Disclosure

On February�3, 2015, the Company issued a press release relating to Mr.�Singer�s appointment as the Company�s Executive Vice President, Finance and Administration, and Chief Financial Officer. A copy is furnished herewith.

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Item�9.01

Financial Statements and Exhibits

(d) Exhibits

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*	The exhibit relating to Item�7.01 shall be deemed to be furnished, and not filed.

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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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	�		�	EPIZYME, INC.
Date: February�3, 2015	�		�	By:	�	/s/ Robert J. Gould
	�		�		�	Robert J. Gould, Ph.D. President and Chief Executive Officer

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EXHIBIT INDEX

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Exhibit Number	��	Description of Exhibit
10.1	��	Employment Offer Letter between the Company and Andrew E. Singer, dated January 28, 2015
99.1	��	Press release issued by the Company on February 3, 2015*

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*	The exhibit relating to Item�7.01 shall be deemed to be furnished and not filed.

Exhibit 10.1

January�23, 2015

Andrew Singer

81 Skyway Lane

Oakland, CA 94619

Dear Andrew:

It is my pleasure to extend to you this offer of employment with Epizyme, Inc. (the �Company�). On behalf of the Company, I am pleased to set forth below the terms of your employment with the Company:

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Employment. You will be employed to serve on a full-time basis as the Company�s Executive Vice President, Finance and Administration and Chief Financial Officer, commencing on February�9, 2015 (the �Commencement Date�). As Executive Vice President, Finance and Administration and Chief Financial Officer, you will be responsible for such duties as are consistent with such positions, plus such other duties as may from time to time be assigned to you by the Company. You shall report to the Chief Executive Officer, and you agree to devote your full business time, best efforts, skill, knowledge, attention and energies to the advancement of the Company�s business and interests and to the performance of your duties and responsibilities as an employee of the Company. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

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Base Salary. Your base salary will be at the rate of $16,666.67 per semi-monthly pay period (which if annualized equals $400,000), less all applicable taxes and withholdings, to be paid in installments in accordance with the Company�s regular payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.

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Discretionary Bonus. Following the end of each fiscal year and subject to the approval of the Company�s Board of Directors, you may be eligible for a retention and performance bonus, based on your performance and the Company�s performance during the applicable fiscal year, as determined by the Company in its sole discretion. Your target bonus is 40% of your annualized base salary. Such target bonus may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company. You must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as an incentive to remain employed by the Company.

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Equity. Subject to Board approval, you will receive a stock option grant under the Company�s 2013 Stock Incentive Plan (the �Plan�) for the purchase of 104,169 shares of common stock of the Company at an exercise price per share equal to the fair market value of one share of Common Stock on the date of the grant as determined by the Company in its sole discretion. The stock option grant shall be subject to all terms and other provisions set forth in the Plan and in a separate stock option agreement, including the vesting schedule. The option will vest over a four-year period with the first quarter vesting on the first anniversary of the Commencement Date and the remaining three-fourths vesting monthly in 36 equal monthly installments following the first anniversary of the Commencement Date and until fully vested on the fourth anniversary of the Commencement Date, subject to your continued employment with the Company through each vesting date.

In addition, you will be granted an award of 37,313 restricted stock units (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events affecting the Common Stock after the date hereof), pursuant and subject to the terms of a restricted stock unit agreement entered into with the Company under the Plan (the �Initial Restricted Stock Unit Agreement�). Under the Initial Restricted Stock Unit Agreement, upon the vesting of the award, the Company will deliver to you for each restricted stock unit that becomes vested one share of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events affecting the Common Stock after the date hereof). In addition, under the Initial Restricted Stock Unit Agreement, the award will vest over a four-year period with the first quarter vesting on the first anniversary of the Commencement Date and the remaining three-fourths vesting monthly in 36 equal monthly installments following the first anniversary of the Commencement Date and until fully vested on the fourth anniversary of the Commencement Date, subject to your continued employment with the Company through each vesting date.

If you remain employed by the Company on the first anniversary of the Commencement Date and a Change in Control (as defined under the Company�s Executive Severance and Change in Control Plan) has not occurred, you will be granted an award for a number of restricted stock units determined by the Company pursuant and subject to the terms of a restricted stock unit agreement entered into with the Company under the Plan (the �Second Restricted Stock Unit Agreement�). The Company shall determine the number of restricted stock units to be granted by dividing $750,000 by the closing price of the Common Stock on the first anniversary of the Commencement Date (or the first trading day thereafter). Under the Second Restricted Stock Unit Agreement, upon the vesting of the award, the Company will deliver to you for each restricted stock unit that becomes vested one share of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events affecting the Common Stock after the date hereof). In addition, under the Second Restricted Stock Unit Agreement, the award will vest over a three-year period with the first quarter vesting on the first anniversary of the Commencement Date and

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the remaining three-fourths vesting monthly in 36 equal monthly installments following the first anniversary of the Commencement Date and until fully vested on the fourth anniversary of the Commencement Date, subject to your continued employment with the Company through each vesting date.

You may also be eligible for other grants of stock or stock options as determined by and in the sole discretion of the Board. Nothing in this section shall affect your status as an employee at will, as set for below.

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Relocation. You will also receive an additional one-time payment of $200,000 for relocation expenses. Payment, less all applicable taxes and withholdings, will be made if and only at such time as relocation to the greater Boston area is both complete and by August�31, 2015. If you resign from the Company voluntarily for any reason or are terminated by the Company for Cause (as defined under the Company�s Executive Severance and Change in Control Plan) within one year of the payment date, you will be responsible to repay 100% of the relocation one-time payment ($200,000) less applicable taxes. If you resign from the Company voluntarily for any reason or are terminated by the Company for Cause after one year of the payment date, but before two years from your payment date (months 13-24), you will be responsible to repay a pro-rata monthly portion, of $100,000 less applicable taxes. We will provide temporary housing for you for a period of up to six months, airfare and hotel for your travel to and from the office between your start date and your actual move to the greater Boston area in order to facilitate your relocation to the greater Boson area. Taxes associated with travel, hotel, and temporary housing benefit will be paid on your behalf by Epizyme. Any amounts owed under this Section�5 as a result of you leaving the Company shall be repaid within 60 days of the date you cease to be an employee of the Company, and the Company shall have the right to offset such amounts against any amounts it owes you under this letter, the Company�s Executive Severance and Change in Control Plan or otherwise.

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Benefits. You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to all provisions of) the plan documents that govern those programs. Benefits are subject to change at any time in the Company�s sole discretion.

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Vacation. You will be eligible for a maximum of three (3)�weeks of paid vacation per calendar year to be taken at such times as may be approved in advance by the Company. The number of vacation days for which you are eligible shall accrue at the rate of 1.25 days per month that you are employed during such calendar year. Your accrual and use of vacation time will be pursuant to Company policy, as established and as may be modified in the sole discretion of the Company from time to time.

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Invention, Non-Disclosure, Non-Competition and Non-Solicitation Obligations. In exchange for your employment with the Company pursuant to the terms and

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conditions herein, you hereby acknowledge and affirm your obligations set forth in the enclosed Employee Confidentiality and Invention of Assignments Agreement to be executed for the benefit of the Company, which obligations remain in full force and effect, and agree to execute and adhere to the obligations set forth in the enclosed Non-Competition and Non-Solicitation Agreement, each of which is a condition to your employment with the Company.

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At-Will Employment. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company�s policy of employment at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without cause or notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as otherwise explicitly set forth herein. This letter supersedes all prior understandings, whether written or oral, relating to the terms of your employment.

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Severance Benefits. In recognition of your position with and value to the Company, and to provide you with assurance in the event of certain employment terminations, you have been selected to participate in the Company�s Executive Severance and Change in Control Plan, a copy of which is enclosed with this letter.

If this letter correctly sets forth the terms under which you will be employed by the Company, please sign and return to me, no later than January�29, 2015, the enclosed duplicate of this letter and the Non-Competition and Non-Solicitation Agreement.

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The foregoing correctly sets forth the terms of my at-will employment with Epizyme, Inc. I am not relying on any representations other than those set forth above.

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/s/ Andrew E. Singer				1/28/15
Andrew Singer				Date

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Exhibit 99.1

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Epizyme Appoints Andrew Singer as Chief Financial Officer

Cambridge, Mass., February�3, 2015 � Epizyme, Inc. (NASDAQ: EPZM), a clinical stage biopharmaceutical company creating innovative personalized therapeutics for patients with genetically defined cancers, today announced that Andrew Singer will join the Company as Chief Financial Officer on February�9th. Mr.�Singer brings nearly 20 years of financial experience in the life sciences field and was previously Managing Director, Healthcare Investment Banking, in the Life Sciences Group at RBC Capital Markets Corporation, part of RBC Financial Group.

�We are delighted to welcome Andrew to the Epizyme team. His deep financial, strategic and industry expertise will be critical as we seek to progress our clinical programs and our pipeline of novel therapies,� said Robert J. Gould, Ph.D., President and Chief Executive Officer, Epizyme. �I look forward to the perspective that Andrew will bring to our executive team as we continue to execute on our strategy of building a fully integrated, independent oncology company.�

�I am particularly excited to join Epizyme at this important time, as the Company builds on the early results of its clinical programs in non-Hodgkin lymphoma, INI1-deficient tumors and acute leukemias,� said Mr.�Singer. �Epizyme has established itself on a foundation of pioneering epigenetic science with great potential to help patients, and I am eager to contribute to the Company�s future success.�

Mr.�Singer comes to Epizyme with significant corporate finance and leadership experience, having served most recently as Managing Director, Healthcare Investment Banking, in the Life Sciences Group at RBC Capital Markets Corporation, part of RBC Financial Group. Since joining RBC in 2004, Mr.�Singer assisted clients with raising over $6 billion in equity, equity-linked and debt financings, and advised corporate clients on mergers and acquisitions. Prior to RBC, Mr.�Singer worked at Petkevitch and Company, a life sciences investment bank, and co-founded MVC Capital, a business development company focused on debt and private equity investments. He is a member of the Board of Directors of the J. F. Kapnek Trust, the largest�pediatric HIV/AIDS transmission prevention program�in Zimbabwe, Africa. Mr.�Singer received a B.A. from Yale University in 1992 and an M.B.A. from Harvard University Graduate School of Business in 1997.

About Epizyme, Inc.

Epizyme, Inc. is a clinical stage biopharmaceutical company creating personalized therapeutics for patients with genetically defined cancers. Epizyme has built a proprietary product platform that the company uses to create small molecule inhibitors of a 96-member class of enzymes known as histone methyltransferases, or HMTs. HMTs are part of the system of gene regulation, referred to as epigenetics, that controls gene expression. Genetic alterations can result in changes to the activity of HMTs, making them oncogenic (cancer-causing). By focusing on the genetic drivers of cancers, Epizyme�s targeted science seeks to match the right medicines with the right patients for a personalized approach to cancer treatment.

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For more information, visit www.epizyme.com and connect with us on Twitter at @EpizymeRx.

Cautionary Note on Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Epizyme, Inc. and other statements containing the words �anticipate,� �believe,� �estimate,� �expect,� �intend,� �may,� �plan,� �predict,� �project,� �target,� �potential,� �will,� �would,� �could,� �should,� �continue,� and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties inherent in the initiation of future clinical studies or expansion of ongoing clinical studies, whether results of preclinical studies or early clinical studies such as the clinical data referenced in this release will be indicative of the results of future trials; expectations for regulatory approvals, development progress of the Company�s companion diagnostics, availability of funding sufficient for the Company�s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial potential of the Company�s therapeutic candidates or companion diagnostics and other factors discussed in the �Risk Factors� section of the Company�s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission in November 2014. In addition, the forward-looking statements included in this press release represent the Company�s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company�s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company�s views as of any date subsequent to the date hereof.

Media/Investors:

Manisha Pai

Epizyme, Inc.

617.229.7560

[email protected]

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