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 29, 2005
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Progenics Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23143 13-3379479
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 Old Saw Mill River Road, Tarrytown, New York 10591
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(Address of principal executive offices) (Zip Code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Progenics Pharmaceuticals, Inc. (the "Company") may in the future grant
stock option awards and restricted stock awards under its 2005 Stock Incentive
Plan in accordance with the terms of that certain form of Non-Qualified Stock
Option Agreement attached hereto as Exhibit 10.1, and that certain form of
Restricted Stock Award Agreement attached hereto as Exhibit 10.2.
Item 7.01. Regulation FD Disclosure
The Company announced today the appointment of Mark R. Baker, J.D. to
Senior Vice President and General Counsel and the promotion of Thomas A. Boyd,
Ph.D. to Senior Vice President, Product Development and Project Management. A
copy of the press release is attached hereto as Exhibit 99.1 and the information
contained therein is incorporated by reference into this Item 7.01 of this
Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 in this Form 8-K shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liability of that Section,
unless we specifically incorporate it by reference in a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no
duty or obligation to publicly update or revise the information furnished
pursuant to Item 7.01 in this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Form of Non-Qualified Stock Option Agreement
10.2 Form of Restricted Stock Award Agreement
99.1 Press Release dated June 29, 2005
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.
PROGENICS PHARMACEUTICALS, INC.
By: /s/ ROBERT A. MCKINNEY
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Robert A. McKinney
Chief Financial Officer, Vice President,
Finance and Operations and Treasurer
Dated: June 29, 2005
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