Form 8-K May 24, 2007
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
24, 2007
Progenics
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-23143
|
|
13-3379479
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
|
777
Old Saw Mill River Road, Tarrytown, New York
|
|
10591
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code (914)
789-2800
|
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))
Item
7.01. Regulation FD Disclosure
A
typographical error occurred in the
printing of the proxy card sent to shareholders of record of the common stock
of
Progenics Pharmaceuticals, Inc. in connection with the Annual Meeting of
Shareholders to be held on June 11, 2007. Specifically, Proposal No. 2 on the
printed proxy card incorrectly stated that the proposed amendment to increase
the number of shares reserved for issuance under the 1998 Non-Qualified Employee
Stock Purchase Plan was to increase the number of reserved shares to 500,000,000
shares. The correct increase, as stated in the printed Proxy Statement and
in
the Proxy Statement and form of proxy card filed with the Securities and
Exchange Commission on Schedule 14A on April 27, 2007 (File No. 000-23143),
is
to increase the number of reserved shares to 500,000 shares. A corrected proxy
card together with an explanation of the error is being sent to shareholders
of
record entitled to vote at the Annual Meeting.
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 liabilities 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.
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
Robert
A.
McKinney
Chief
Financial Officer, Senior Vice President,
Finance
&
Operations and Treasurer
Date:
May
24, 2007