SECURITIES AND EXCHANGE COMMISSION
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): February 28, 2005
United Therapeutics Corporation
| Delaware | 000-26301 | 52-1984749 | ||
| (State or Other | (Commission | (I.R.S. Employer | ||
| Jurisdiction of | File Number) | Identification Number) | ||
| Incorporation) |
1110 Spring Street |
||||
Silver Spring, MD
|
20910 | |||
(Address of Principal Executive Offices)
|
(Zip Code) | |||
Registrant’s telephone number, including area code:
(301) 608-9292
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:
| 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 8.01. Other Events.
On February 28, 2005, Dr. Roger Jeffs, President and Chief Operating Officer of United Therapeutics Corporation, adopted a prearranged trading plan in accordance with Securities and Exchange Commission Rule 10b5-1 and United Therapeutics’ Securities Trades by Company Personnel Policy.
Rule 10b5-1 of the Securities Exchange Act of 1934 permits officers and directors of public companies to adopt predetermined written plans for trading specified amounts of company stock when they are not in possession of material nonpublic information in order to gradually diversify their investment portfolio, to minimize the market effect of stock sales by spreading them out over an extended period of time, and to avoid concerns about initiating stock transactions while in possession of material nonpublic information.
The 10b5-1 plan adopted by Dr. Jeffs involves a prearranged order to sell shares of United Therapeutics common stock that will be issued as a result of the exercise of certain stock options, to take place in increments of 3,500 shares approximately every two weeks beginning on March 3, 2005, with no sale occurring at a price below $30.00 per share. Dr. Jeffs’ 10b5-1 plan will expire on the first to occur of the date 279,325 shares have been sold or June 28, 2008.
SIGNATURE
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.
UNITED THERAPEUTICS CORPORATION
Dated: March 3, 2005
|
By: /s/ Paul A. Mahon | |
| Name: Paul A. Mahon | ||
| Title: General Counsel |