form8k07082008.htm
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) July 1,
2008
Progenics
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-23143
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13-3379479
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
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777 Old Saw Mill River
Road, Tarrytown, New York
|
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10591
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(Address
of principal executive offices)
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(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
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
July 1, 2008, the Company made grants of nonqualified stock options and
restricted stock to employees of the Company, including grants to Dr. Maddon
(option for 75,000 shares and 25,000 restricted shares), Mr. Mark Baker (option
for 60,000 shares), Dr. Boyd (option for 20,000 shares and 6,667 restricted
shares) and Mr. McKinney (option for 25,000 shares and 8,333 restricted
shares). The options have an exercise price equal to the closing
price of the Company's common stock on the date of grant. In
connection with these grants, the Compensation Committee of the Board of
Directors modified the forms of grants used for stock incentive awards to
provide for (i) vesting of these stock incentives ratably over a three-year
period (except in the case of Dr. Maddon, whose stock incentives vest on the
basis of the achievement of specified performance based milestones) and (ii)
acceleration of the vesting of these and all previously granted and outstanding
stock incentive awards for any employee in the event that, following a Change of
Control (as such term is defined in the 2005 Stock Incentive Plan), such
employee’s employment is Terminated without Cause (as such terms are defined in
the changed form of stock incentive grant). Attached as Exhibits 99.1
and 99.2 are forms of the awards.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description
99.1…..Form
of Non-Qualified Stock Option Award Agreement
99.2 Form
of Restricted Stock Award Agreement
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: July 8,
2008