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): February 21, 2006
ATHEROGENICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Georgia
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0-31261
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58-2108232 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification Number) |
8995 Westside Parkway
Alpharetta, GA 30004
(Address of principal executive offices)
Registrant’s telephone number, including area code (678) 336-2500
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))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On
February 21, 2006, the Compensation Committee of AtheroGenics, Inc.’s Board of Directors granted our executive officers options to acquire shares
of our common stock under the AtheroGenics, Inc. 2004 Equity Ownership Plan. The option grants are
effective as of February 21, 2006 and have an exercise price of $15.78 per option, which is equal
to the closing price of a share of the Company’s common stock as reported by the Nasdaq National
Market on such date. Twenty five percent of the options vest on the first anniversary of the date
of grant, and following that date, the remaining options vest at a rate of approximately two
percent per month over the next 36 months. The options expire February 21, 2015. The following is
a summary of the option grants:
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| Name |
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Title |
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Number of Shares |
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Russell M. Medford, M.D.,
Ph.D.
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Chief Executive Officer
and President
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120,000 |
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Mark P. Colonnese
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Senior Vice President of
Finance and
Administration and
Chief Financial Officer
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60,000 |
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Robert A. D. Scott, M.D.
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Senior Vice President of
Clinical Development and
Regulatory Affairs and
Chief Medical Officer
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60,000 |
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W. Charles Montgomery,
Ph.D.
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Vice President of
Business Development
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50,000 |
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Joseph M. Gaynor, Jr.
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Vice President General
Counsel and Secretary
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30,000 |
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The form of nonqualified equity ownership agreement is attached hereto as Exhibit 10.02 and is
incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this current report on Form 8-K.
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| Exhibit No. |
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Description |
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10.01
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AtheroGenics, Inc. 2004 Equity Ownership Plan (filed
as Exhibit 10.33 to AtheroGenics’ Annual Report on
Form 10-K for the year ended December 31, 2004 and
incorporated herein by reference). |
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10.02
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AtheroGenics, Inc. 2004 Equity Ownership Plan form of
nonqualified equity ownership agreement. |
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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ATHEROGENICS, INC.
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| Date: March 10, 2006 |
/s/
MARK P. COLONNESE
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Mark P. Colonnese |
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Senior Vice President of Finance and
Administration and
Chief Financial Officer |
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