form8_k02042009.htm
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) January 29, 2009
Progenics
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23143
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13-3379479
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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777
Old Saw Mill River Road, Tarrytown, New York
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10591
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number,
including area code (914)
789-2800
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 29, 2009, the Board of Directors of Progenics Pharmaceuticals, Inc.
elected Peter J. Crowley as a member of the Company’s Board of
Directors. He will serve as a director, subject to his earlier
resignation or removal, until the Company’s 2009 annual meeting of stockholders
and the election and qualification of his successor. Mr. Crowley will
also serve as a member of the Audit Committee of the Board of Directors. Mr.
Crowley received a grant of 25,000 ten-year non-qualified stock options, vesting
ratably over five years, under the Company’s 2005 Stock Incentive Plan, the
terms of which are described in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2007, and will be compensated for his services as
described in the discussion of director compensation in the Company’s definitive
proxy statement for its 2008 annual meeting of stockholders. The stock options
have an exercise price of $7.45 per share, the closing price of the Company’s
common stock on January 29, 2009.
The
Company’s press release announcing the appointment of Mr. Crowley is attached as
Exhibit 99.1, and the information contained therein is incorporated by reference
into this Item 5.02 of this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description
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99.1
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Press
Release dated February 4, 2009.
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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.
PROGENICS PHARMACEUTICALS,
INC.
By: /s/ ROBERT A.
MCKINNEY
Robert A. McKinney
Chief Financial Officer,
Senior Vice President,
Finance & Operations
and Treasurer
Date: February
4, 2009