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): May 19, 2008
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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)) |
TABLE OF CONTENTS
| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders held on May 19, 2008, the stockholders of EPIX
Pharmaceuticals, Inc. (the “Company”) approved the Company’s 2008 Stock Option and Incentive Plan
(the “2008 Plan”). The 2008 Plan had previously been adopted by the Company’s Board of Directors
(the “Board”) on March 4, 2008. Following the approval of the 2008 Plan by the stockholders, the
Board directed that no further grants of stock options or other awards would be made under each of
the Company’s Amended and Restated 1992 Incentive Plan, Amended and Restated 1996 Director Stock
Option Plan, and Amended and Restated 2003 Stock Incentive Plan (collectively, the “Old Stock
Plans”). The foregoing action does not affect any outstanding awards under the Old Stock Plans,
which remain in effect in accordance with their terms.
The maximum number of shares of the Company’s common stock authorized for issuance under the
2008 Plan is the sum of 6,000,000 plus the number of shares underlying any awards pursuant to the
Company’s Amended and Restated 1992 Incentive Plan that are forfeited, canceled, repurchased or are
terminated (other than by exercise). The 2008 Plan permits awards of stock options (both incentive
and non-qualified options), stock appreciation rights, deferred stock awards, restricted stock
awards, unrestricted stock awards, cash-based awards and performance share awards.
A summary of the material terms and conditions of the 2008 Plan is set forth in the Company’s
definitive Proxy Statement, filed with the Securities and Exchange Commission on April 1, 2008,
under the caption “Proposal 2: Approval of Our 2008 Stock Option and Incentive Plan.” Such
description is incorporated herein by reference and is qualified in its entirety by reference to
the full text of the 2008 Plan filed as part of Exhibit 10.1 to this Current Report on Form 8-K.
On May 19, 2008, the Compensation Committee of the Company approved the forms of award
agreements to initially be used by the Company in connection with awards under the 2008 Plan.
These forms of award agreements are filed as part of Exhibit 10.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits: |
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| 10.1 |
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2008 Stock Option and Incentive Plan and forms of award agreements thereunder. |