Allos Therapeutics Inc - Current report filing (8-K)
26 Junho 2008 - 9:00AM
Edgar (US Regulatory)
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):
June 26,
2008 (June 24, 2008)
ALLOS
THERAPEUTICS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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000-29815
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54-1655029
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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11080
CirclePoint Road, Suite 200
Westminster, Colorado
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80020
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(Address of
principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 426-6262
Not applicable
(Former name or former address, if changed since last
report.)
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)
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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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At the
Annual Meeting of Stockholders held on June 24, 2008, the stockholders of
Allos Therapeutics, Inc. (sometimes referred to herein as the Company, we,
us, or our) approved the Allos Therapeutics, Inc. 2008 Equity
Incentive Plan (the 2008 Plan). The
following description of the 2008 Plan and the related forms of option
agreement and restricted stock award agreement is qualified in its entirety by
reference to the 2008 Plan, form of option agreement and form of restricted
stock award agreement, which are included herein as Exhibits 10.1, 10.2 and
10.3, respectively, and incorporated herein by reference.
Description of the 2008 Plan
. The 2008 Plan authorizes the issuance of incentive
stock options, nonstatutory stock options, restricted stock awards, restricted
stock unit awards, stock appreciation rights, performance stock awards and forms
of equity compensation, which may be granted to employees, directors and
consultants. Only employees may receive incentive stock options. The 2008 Plan
succeeds and continues the Companys 2006 Inducement Award Plan, 2002 Broad
Based Equity Incentive Plan, and 2000 Stock Incentive Compensation Plan (the Prior
Plans). As of June 24, 2008, no
additional stock awards will be granted under the Prior Plans and all
outstanding stock awards granted under the Prior Plans are deemed to be stock
awards granted under the 2008 Plan (but remain subject to the terms of the
Prior Plans with respect to which they were originally granted).
Share Reserve
. 12,550,843 shares of the Companys common stock may
be issued pursuant to stock awards granted under the 2008 Plan, provided that
all stock awards granted after the June 24, 2008 effective date of the
2008 Plan, other than stock options and stock appreciation rights granted with
an exercise price of at least 100% of such stock awards fair market value on
the date of grant, will reduce the number of shares available for issuance
under the 2008 Plan by 1.35 shares per share granted pursuant to the stock
award. If a stock award under the 2008
Plan expires or otherwise terminates without being exercised in full, the
shares of common stock of the Company not acquired pursuant to the stock award
will again become available for issuance under the 2008 Plan. In addition, shares issued pursuant to a stock
award that are forfeited to or repurchased by the Company prior to becoming
fully vested and shares that are cancelled pursuant to an exchange or repricing
program will become available for the grant of new stock awards under the 2008
Plan. Shares of common stock that revert
to and again become available for issuance under the 2008 Plan and that prior
to such reversion were granted pursuant to a stock award that reduced the
number of shares available under the 2008 Plan by 1.35 shares per share granted
pursuant to such stock award, shall cause the number of shares of common stock
of the Company available for issuance under the 2008 Plan to increase by 1.35
shares upon such reversion.
Administration.
The Companys Board of Directors (the Board) has delegated
its authority to administer the 2008 Plan to the Compensation Committee. Subject to the terms of the 2008 Plan, the
Board or an authorized committee (the Plan Administrator) will determine the
recipients, dates of grant, the numbers and type of stock awards to be granted,
and the terms and conditions of any stock awards under the 2008 Plan, including
the period of their exercisability and vesting.
The Compensation Committee has delegated authority to the Chief
Executive Officer to grant certain stock options to newly hired employees of
the Company who are not executive officers consistent with the terms of the
Companys Equity Compensation Awards Policy.
Options.
Incentive and nonstatutory
stock options may be granted pursuant to incentive and nonstatutory stock
option grant notices and agreements adopted by the Plan Administrator. The Plan Administrator
determines the terms of each stock option
granted under our 2008 Plan, including the exercise price, the form of
consideration paid on exercise, the vesting schedule, restrictions on transfer
and the term. The exercise price of a stock option granted under the 2008 Plan
may not be less than 100% of the fair market value of the stock subject to the
option on the date of grant (for an incentive stock option, not less than 110%
if the optionee is a 10% holder). The term of an option will not be longer than
ten years (although options generally expire prior to such time in
connection with a termination of continued service) and may be subject to restrictions
on transfer.
Restricted Stock Awards.
Restricted
stock awards may be granted pursuant to restricted stock award grant notices
and agreements adopted by the Plan Administrator. Restricted stock awards may be granted in
consideration for cash or check, past or future services rendered to the
Company or any other form of legal consideration. Shares
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of common stock acquired
under a restricted stock award may, but need not, be subject to a share repurchase
option in favor of the Company in accordance with a vesting schedule to be
determined by the Plan Administrator, or may be granted with no forfeiture or
other vesting restrictions. Rights to
acquire shares under a restricted stock award may be transferred only upon such
terms and conditions as set by the Plan Administrator.
Restricted
Stock Unit Awards.
Restricted stock unit awards may be
granted pursuant to restricted stock unit award grant notices and agreements
adopted by the Plan Administrator.
Restricted stock unit awards may be granted in consideration for any
form of legal consideration. A
restricted stock unit award may be settled by cash, delivery of stock, a
combination of cash and stock as deemed appropriate by the Plan Administrator,
or in any other form of consideration set forth in the restricted stock unit
award agreement. Additionally, dividend
equivalents may be credited in respect to shares covered by a restricted stock
unit award. Except as otherwise provided
in the applicable award agreement, restricted stock units that have not vested
will be forfeited upon the participants cessation of continuous service for
any reason.
Stock
Appreciation Rights.
Stock appreciation rights may be granted
pursuant to stock appreciation rights grant notices and agreements adopted by
the Plan Administrator. The Plan
Administrator determines the strike price for a stock appreciation right, which
cannot be less than 100% of the fair market value of the common stock of the
Company on the date of grant. Upon the
exercise of a stock appreciation right, the Company will pay the participant an
amount no greater than the product of (a) the excess of the per share fair
market value of the common stock of the Company on the date of exercise over the
strike price, multiplied by (b) the number of shares of common stock with
respect to which the stock appreciation right is exercised. A stock
appreciation right granted under the 2008 Plan will vest at the rate specified
by the Plan Administrator.
The Plan
Administrator will determine the term of stock appreciation rights granted
under the 2008 Plan, up to a maximum of 10 years. If a participants
service relationship with the Company ceases, then the participant, or the
participants beneficiary, may exercise any vested stock appreciation right for
three months (or such longer or shorter period specified in the stock
appreciation rights agreement) after the date such service relationship
ends. In no event, however, may a stock
appreciation right be exercised beyond the expiration of its term.
Performance
Stock Awards
. The 2008 Plan permits the grant of
performance stock awards that may qualify as performance-based compensation
that is not subject to the $1,000,000 limitation on the income tax deductibility
of compensation paid per covered executive officer imposed by Section 162(m) of
the Internal Revenue Code of 1986, as amended. To assure that the compensation
attributable to one or more performance stock awards will so qualify, the Plan
Administrator can structure one or more such awards so that stock will be
issued or paid pursuant to such award only upon the achievement of certain
pre-established performance goals during a designated performance period. The maximum benefit to be received by a participant
in any calendar year attributable to performance stock awards may not exceed
2,500,000 shares of common stock of the Company.
Other
Awards
. The Plan Administrator may grant other stock
awards based in whole or in part by reference to common stock of the
Company. The Plan Administrator will set
the number of shares under the award and all other terms and conditions of such
awards.
Changes to Capital Structure.
In the event that there is a specified type of
change in the capital structure of the Company, such as a stock split,
appropriate adjustments will be made to (a) the number of shares reserved
under the 2008 Plan, (b) the maximum number of shares that may be issued
pursuant to the exercise of incentive stock options under the 2008 Plan, (c) the
maximum number of appreciation-only stock awards and performance stock awards
that can be granted in a calendar year and (d) the number of shares and
exercise price or strike price, if applicable, of all outstanding stock awards.
Corporate Transactions.
In the event of certain significant corporate
transactions, the Plan Administrator has the discretion to take one or more of
the following actions with respect to outstanding stock awards under the 2008
Plan: (a) arrange for assumption, continuation, or substitution of a stock
award by a surviving or acquiring entity (or its parent company); (b) arrange
for the assignment of any reacquisition or repurchase rights applicable to any
shares of common stock issued pursuant to a stock award to the surviving or
acquiring corporation (or its parent company); (c) accelerate the vesting
and exercisability of a stock award followed by the termination of the stock
award; (d) arrange for the lapse of any reacquisition or repurchase rights
applicable to any shares of our common stock issued
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pursuant to a stock
award; (e) cancel or arrange for the cancellation of a stock award, to the
extent not vested or not exercised, in exchange for appropriate cash
consideration; and (f) arrange for the surrender of a stock award in
exchange for a payment equal to the excess of (1) the value of the
property the holder of the stock award would have received upon the exercise of
the stock award, over (2) any exercise price payable by such holder in
connection with such exercise. Note that
the Plan Administrator need not take the same action with respect to all stock
awards or with respect to all participants.
Changes of Control.
A stock award may be subject to
additional acceleration of vesting and exercisability upon or after a change in
control. For options, the form of option
agreement adopted by the Board under the 2008 Plan (a copy of which is included
in Exhibit 10.2 hereto and incorporated herein by reference) provides that
in the event a plan participants service relationship with the Company or a
successor entity is terminated without cause, within 12 months following, or
one month prior to, the effective date of a specified change in control
transaction, the vesting and exercisability of the option will accelerate in
full. For restricted stock, the form of
restricted stock agreement adopted by the Board under the 2008 Plan (a copy of
which is included in Exhibit 10.3 hereto and incorporated herein by
reference) provides that in the event a plan participants service relationship
with the Company or a successor entity is terminated without cause, within 12
months following, or one month prior to, the effective date of a specified
change in control transaction, the vesting of the restricted stock will
accelerate in full.
Duration, Termination
. The 2008 Plan is scheduled to terminate on April 24,
2018. The Board may suspend or terminate the 2008 Plan at any time. No awards
may be granted under the 2008 Plan while the 2008 Plan is suspended or after it
is terminated. The Board may also amend the 2008 Plan at anytime. However, if
legal, regulatory or listing requirements require stockholder approval, the
amendment will not go into effect until the stockholders have approved the amendment.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
10.1(1)
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Allos
Therapeutics, Inc. 2008 Equity Incentive Plan.
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10.2(2)
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Form of Option
Agreement under the 2008 Equity Incentive Plan.
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10.3(3)
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Form of Restricted
Stock Award Agreement under the 2008 Equity Incentive Plan
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(1) Incorporated by reference to Exhibit 99.1
filed with our Registration Statement on Form S-8 filed on June 24,
2008.
(2) Incorporated by reference to Exhibit 99.2
filed with our Registration Statement on Form S-8 filed on June 24,
2008.
(3) Incorporated by reference to Exhibit 99.3
filed with our Registration Statement on Form S-8 filed on June 24,
2008.
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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.
Dated: June 26, 2008
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ALLOS THERAPEUTICS, INC.
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By:
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/s/ Marc H. Graboyes
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Marc H. Graboyes
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Its:
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Senior Vice President,
General Counsel and Secretary
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