- Current report filing (8-K)
February 26 2010 - 4:18PM
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):
February 26,
2010 (February 22, 2010)
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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):
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.
Executive
Officer Compensation and Equity Awards
At a
meeting of the Compensation Committee of the Board of Directors of Allos
Therapeutics, Inc. (the Company) held on February 22, 2010, the
Compensation Committee (a) determined and approved 2009 cash bonus awards
and 2010 base salaries and target bonus awards (expressed as a percentage of
base salary) for the Companys named executive officers (as defined in Item
402(a)(3) of Regulation S-K promulgated by the Securities and Exchange
Commission), and (b) granted stock options and restricted stock units to
the Companys named executive officers pursuant to the Companys 2008 Equity
Incentive Plan (the Plan). The 2009
cash bonus awards and 2010 base salaries and target bonus awards (expressed as
a percentage of base salary) for the named executive officers, and the number
of stock options and restricted stock units granted to the named executive
officers, are set forth on Exhibit 10.1 attached hereto and incorporated
herein by reference.
The
stock options and restricted stock units were granted under and in accordance
with the terms and conditions of the Plan, which is filed as Exhibit 99.1
to the Companys Registration Statement on Form S-8 (No. 333-151882). The stock options are exercisable for a term
of ten (10) years measured from the date of grant at an exercise price of
$7.56, which equals the closing price of the Companys common stock as quoted
on the Nasdaq Global Market on the date of grant. The stock options vest over a four (4) year
period, with 25% of such options vesting one (1) year after the date of
grant and 75% of such options vesting in equal monthly installments thereafter
over the next three (3) years, subject to the named executive officers
continued employment with the Company through such vesting dates. The form of option grant notice and agreement
relating to the stock option awards conforms to the Companys standard form of
option grant notice and agreement approved by the Companys Board of Directors
for use under the Plan, which such standard form of option grant notice and
agreement is filed as Exhibit 99.2 to the Companys Registration Statement
on Form S-8 (No. 333-151882).
The restricted stock units vest in equal installments on each of the
first four (4) anniversaries of the date of grant, subject to the named
executive officers continued employment with the Company through such vesting
dates. The form of restricted stock unit
grant notice and agreement conforms to the Companys standard form of
restricted stock unit grant notice and agreement approved by the Companys
Board of Directors for use under the Plan, which such standard form of
restricted stock unit grant notice and agreement is filed as Exhibit 10.2
to the Companys current report on Form 8-K filed on February 27,
2009.
The
Compensation Committee also reviewed and approved, at the same meeting, the
2010 corporate and individual performance objectives to be evaluated by the
Compensation Committee in connection with the determination of 2010 bonus
awards for the named executive officers.
The 2010 corporate objectives generally target the achievement of
specific sales and marketing, manufacturing, research and development and
corporate development milestones that are considered to be important to the
achievement of the Companys long-term strategic goals. The 2010 individual objectives for the named
executive officers (other than the Companys Chief Executive Officer, whose
bonus is tied entirely to the achievement of corporate objectives) focus on
contributions that are generally consistent with and support the corporate
objectives or are otherwise intended to contribute to the success of the
Company.
The
2009 cash bonus award and 2010 target bonus award (expressed as a percentage of
base salary) for the Companys Chief Executive Officer, as well as the Companys
2010 corporate objectives, were also reviewed and approved by the full Board of
Directors at a meeting held on February 22 and 23, 2010.
Item 9.01 Financial Statements and
Exhibits.
(d)
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Exhibits.
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10.1
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Executive Compensation
and Equity Awards.
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2
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:
February 26, 2010
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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
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Executive Compensation and Equity Awards.
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4
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