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) January 10, 2005
Progenics Pharmaceuticals,
Inc. |
(Exact name of registrant
as specified in its charter) |
Delaware |
000-23143 |
13-3379479 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 Old Saw Mill River Road, Tarrytown, New York | 10591 |
|
(Address of principal executive offices) | (Zip
Code) |
|
Registrants telephone number, including area code (914) 789-2800 | ||
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)) |
Section 1 Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
In addition to the above retainer fees and option grants, Messrs. Briner and Jacobson receive compensation for their services as non-employee directors of Progenics. Effective January 12, 2005, non-employee directors of the Company are entitled to payment for their services to the Company as follows: (i) $2,000 for each meeting of the Board of Directors attended in person, $1,000 for each in-person meeting attended by telephone and $500 for participation in each telephonic meeting; for committee meetings held other than in conjunction with a meeting of the whole Board, $1,000 for attendance in person and $500 for telephonic participation; for committee meetings held on the day after a meeting of the whole Board, $500 for participation; for committee meetings held on the same day, no additional compensation is paid; (ii) an annual retainer fee of $15,000, except for Messrs. Briner and Jacobson who are entitled to an annual retainer fee of $40,000 as described above; and (iii) an option to purchase 10,000 shares of the Company’s common stock granted annually on each July 1 with an exercise price equal to the fair market value as of the date of grant, provided that with regard to the option grant on July 1, 2005, Messrs. Briner and Jacobson will not be entitled to that option grant. In addition, the Audit Committee chairman is entitled to an additional annual retainer fee of $5,000, the Compensation Committee chairman is entitled to an additional annual retainer fee of $2,500, and the Nominating and Corporate Governance Committee chairman is entitled to an additional annual retainer fee of $2,500.
On January 10, 2005, the Compensation Committee of the Board of Directors approved a grant of 25,000 shares of restricted stock to Paul J. Maddon, M.D., Ph.D., the Company’s Chief Executive Officer, Chief Science Officer, and a Company director, as bonus compensation pursuant to Dr. Maddon’s employment agreement with the Company. The restrictions lapse over four years, beginning June 20, 2005. The restricted stock grant was made under the Company’s Amended and Restated 1996 Stock Incentive Plan in accordance with the terms of that certain form of Restricted Stock Award Agreement attached hereto as Exhibit 10.2.
We have previously and may in the future grant stock option awards and restricted stock awards under our Amended and Restated 1996 Stock Incentive Plan in accordance with the terms of that certain form of Non-Qualified Stock Option Agreement attached hereto as Exhibit 10.1, and that certain form of Restricted Stock Award Agreement attached hereto as Exhibit 10.2.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. | Description | ||
10.1 | Form of Non-Qualified Stock Option Agreement | ||
10.2 | Form of Restricted Stock Award Agreement |
SIGNATURES
By: /s/ Robert
A. McKinney
Robert A. McKinney
Vice President, Finance and Operations
Dated: January 14, 2005