- Current report filing (8-K)
July 20 2010 - 5:26PM
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): July 14, 2010
REGENERX BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15070
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52-1253406
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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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15245 Shady Grove Road, Suite 470,
Rockville, MD
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20850
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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:
(301) 208-9191
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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(e) Compensatory Arrangements of Certain Officers
1. Adoption of 2010 Equity Incentive Plan
At the 2010 Annual Meeting of Stockholders held on July 14, 2010, the stockholders of RegeneRx
Biopharmaceuticals, Inc. (the Company), upon the recommendation of the Companys Board of
Directors (the Board), approved the adoption of the Companys 2010 Equity Incentive Plan (the
2010 Plan). The 2010 Plan provides for the following types of awards: incentive stock options,
nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock
appreciation rights, performance stock awards, performance cash awards and other stock-based
awards. Awards may be granted under the 2010 Plan to the Companys employees, directors and
consultants, but only the Companys employees may receive incentive stock options. The following
is a summary of the material terms of the 2010 Plan:
Share Reserve.
Up to 5,000,000 shares of common stock may be issued pursuant to stock awards
granted under the 2010 Plan. The shares of common stock subject to stock awards granted under the
2010 Plan that are forfeited back to the Company because of the failure to meet a contingency or
condition required to vest will be available for issuance under the
2010 Plan. Any shares that are withheld to satisfy tax requirements or that are used to pay the exercise or purchase
price of a stock award may also be issued under the 2010 Plan.
Terms of Options.
Stock option grants may be incentive stock options or nonstatutory stock
options; however, no more than 5,000,000 shares of common stock may be issued under the 2010 Plan
pursuant to the exercise of incentive stock options. The Board determines the terms of a stock
option including the exercise price, the form of consideration to be paid on exercise, the vesting
schedule, restrictions on transfer and the term. The exercise price of a stock option may not be
less than 100% of the fair market value of the stock subject to the option on the date of grant
(110% for an incentive stock option if the optionee is a 10% holder). The term of an option will
not be longer than ten years (five years if the optionee is a 10% holder) and the option may be
subject to restrictions on transfer. Options generally terminate three months after termination of
an optionees service, or such longer or shorter period as set forth in the option agreement. As
set forth in the 2010 Plan, the optionee will generally, subject to the terms of the option
agreement, have longer to exercise when termination is due to disability (12 months) or death (18
months). No option may be exercised beyond the expiration of its term.
Terms of Restricted Stock Awards.
Each restricted stock award is evidenced by an award agreement
that sets forth the terms and conditions of the award. The Board sets the terms of the restricted
stock awards including the size of the restricted stock award, the price (if any) to be paid by the
recipient and the vesting schedule. The restricted stock award may vest based on continued
employment. If a participants service terminates before the restricted stock is fully vested, all
of the unvested shares may be forfeited to, or repurchased by, the Company, as provided for in the
restricted stock award agreement.
Terms of Restricted Stock Unit Awards.
A restricted stock unit is a right to receive stock or cash
equal to the value of a share of stock at the end of a set period. No stock is issued at the time
of grant. Each restricted stock unit award is evidenced by an agreement that sets forth the terms
and conditions of the award. The Board sets the terms of the restricted stock unit award,
including the size of the restricted stock unit award, the consideration (if any) to be paid by the
recipient, the vesting schedule and the form (stock or cash) in which the award will be settled.
When a participants service terminates, the unvested portion of the restricted stock unit award
will be forfeited unless otherwise provided in the restricted stock unit award agreement.
Terms of Stock Appreciation Rights.
A stock appreciation right, or SAR, is the right to receive
the appreciation in the fair market value of the Companys common stock between the date of grant
and the exercise date for the number of shares of the Companys common stock that are exercised.
Each SAR is evidenced by an agreement specifying the exercise price, vesting schedule, number of
shares granted and the other terms of the SAR. When a SAR is exercised, the holder is entitled to
an amount equal to the difference between (a) the fair market value of a share of the Companys
common stock on the date the SAR was granted and (b) the fair market value of a share of the
Companys common stock on the date the SAR is exercised. The Company may pay the amount of the
appreciation in cash or shares of the Companys common stock, a combination of both or in any other
form of consideration determined by the Board and set forth in the SAR agreement. SARs generally
terminate three months after termination of a holders service or as set forth in the SAR
agreement.
Terms of Performance Stock Awards
. A performance stock award may be granted, may vest, or may be
exercised upon achievement of pre-determined performance goals. A performance stock award may
require the completion of a specified period of continuous service. The length of any performance
period, the performance goals to be achieved during the performance period and the measure of
whether and to what degree such performance goals have been attained will be determined by the
Board or a committee of the Board. The maximum number of shares of the Companys common stock that
may be granted to any participant in a calendar year attributable to performance stock awards under
the 2010 Plan shall not exceed 1,000,000 shares of stock. In addition, to the extent permitted by
applicable law and the award agreement, the Board (or committee as applicable) may determine that
cash may be used in payment of performance stock awards.
Terms of Performance Cash Awards
. A performance cash award is a cash award that is paid upon the
achievement of performance goals during a performance period. A performance cash award may also
require the completion of a specified period of continuous service. The length of any performance
period, the performance goals to be achieved during the performance period and the measure of
whether and to what degree such performance goals have been attained will be determined by the
Board or a committee of the Board. The Board (or committee as applicable) may specify the form of
payment of performance cash awards, which may be cash or other property, or may provide for a
participant to have an election for his or her performance cash award, or such portion thereof as
the Board (or committee as applicable) may specify, to be paid in whole or in part in cash or other
property. The maximum value that may be granted to any participant in a calendar year attributable
to performance cash awards under the 2010 Plan shall not exceed $500,000.
Terms of Other Stock Awards.
The Board may grant other incentive awards that are based in whole or
in part by reference to the value of the Companys common stock. Subject to the provisions of the
2010 Plan, the Board has the authority to determine the persons to whom and the dates on which such
other stock awards will be granted, the number of shares of common stock (or cash equivalents) to
be subject to each award, and other terms and conditions of such awards. Such awards may be
granted either alone or in addition to other stock awards granted under the 2010 Plan.
Corporate Transactions.
In the event of a corporate transaction (as such term is defined in the
2010 Plan), outstanding stock awards under the 2010 Plan may be assumed, continued, or substituted
by the surviving corporation. If the surviving corporation does not assume, continue, or
substitute such stock awards, then the vesting and exercisability provisions of stock awards will
be accelerated in full and such stock awards will be terminated if not exercised prior to the
effective time of the corporate transaction. Notwithstanding the foregoing, if a stock award would
terminate if not exercised prior to the effective time of a corporate transaction, the Board, in
its sole discretion, may provide that the holder of such stock award may not exercise it but
instead will receive a payment, in such form as may be determined by the Board, equal in value to
the excess, if any, of the value of the property such holder would have received upon exercise of
the stock award over any exercise price payable by such holder in connection with such exercise.
Changes in Control.
In the event of a change in control (as such term is defined in the 2010
Plan), the vesting of all outstanding stock awards will be accelerated in full and any repurchase
rights held by the Company in respect to such stock awards will lapse.
Suspension or Termination.
The Board may suspend or terminate the 2010 Plan at any time. The 2010
Plan is scheduled to terminate on July 13, 2020. No awards may be granted under the 2010 Plan
while the 2010 Plan is suspended or after it is terminated.
A copy of the 2010 Plan is included as Exhibit 10.1 to this Form 8-K. This summary is qualified in
its entirety by the full text of the 2010 Plan, which is incorporated by reference herein.
2. Equity Awards to Named Executive Officers
On July 14, 2010, the Board approved the grant of stock options to purchase an aggregate of 322,000
shares of the Companys common stock under its 2010 Plan to its named executive officers, as
identified in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, as
follows:
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Number of Shares
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Vesting
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Subject to Option
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Commencement
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Name
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Granted
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Date
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J.J. Finkelstein
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125,000
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July 14, 2010
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President and Chief
Executive Officer
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C. Neil Lyons
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98,500
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July 14, 2010
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Chief Financial Officer
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David R. Crockford
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98,500
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July 14, 2010
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V.P. Clinical and
Regulatory Affairs
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All of the above options have a term of seven years and an exercise price of $0.27 per share, which
was the closing price of the Companys common stock quoted on the NYSE Amex stock exchange on July
14, 2010, the date of grant.
The shares subject to the option awards vest in equal annual installments over four years, with 25%
of the shares subject to each option award vesting on each anniversary of the vesting commencement
date until all shares are fully vested, subject in each case to the officer continuing to be an
employee of the Company.
The remaining terms and conditions of the above awards are set forth in the 2010 Plan and the forms
of Option Agreement and Stock Option Grant Notice, included as Exhibits 10.1 and 10.2 to this Form
8-K, and are qualified in their entirety by reference thereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2010 Annual Meeting of Stockholders on July 14, 2010. On June 1, 2010, the
Company filed its definitive proxy statement with the Securities and Exchange Commission that
described in detail each of the three proposals submitted to the Companys stockholders at the
meeting. Represented at the meeting, in person or by proxy, were shares representing 54,169,240
votes, or approximately 75.3% of the issued and outstanding shares entitled to vote. The final
results for the votes cast with respect to each proposal are set forth below.
Proposal 1: Election of Directors
Our stockholders elected each of the five directors nominated by our Board to serve until the next
annual meeting and until their successors are duly elected and qualified. The tabulation of votes
on this matter was as follows:
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Shares
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Shares
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Nominee
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Voted For
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Withheld
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Allan L. Goldstein
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33,383,407
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869,690
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J.J. Finkelstein
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33,352,117
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900,980
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Joseph C. McNay
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33,796,011
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457,086
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Mauro Bove
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33,742,642
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510,455
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L. Thompson Bowles
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33,775,024
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478,073
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There were also 19,916,143 shares as to which brokers indicated that they did not have the
authority to vote (broker non-votes).
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Companys stockholders ratified the selection of Reznick Group, P.C. as independent registered
public accounting firm for the fiscal year ending December 31, 2010. The tabulation of votes on
this matter was as follows: 52,386,189 votes for, to 1,647,251 votes against, with 135,800 votes
abstaining.
Proposal 3: Approval of the Companys 2010 Equity Incentive Plan
The Companys stockholders approved the Companys 2010 Equity Incentive Plan with the tabulation of
votes as follows: 32,888,385 votes for, to 1,282,348 votes against, with 82,364 votes abstaining
and 19,916,143 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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RegeneRx Biopharmaceuticals, Inc. 2010 Equity Incentive Plan
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10.2
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Forms of Stock Option Grant Notice and Option Agreement under
2010 Equity Incentive Plan
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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.
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REGENERX BIOPHARMACEUTICALS, INC.
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Date: July 20, 2010
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By:
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/s/ J.J. Finkelstein
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Name:
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J.J. Finkelstein
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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RegeneRx Biopharmaceuticals, Inc. 2010 Equity Incentive Plan
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10.2
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Forms of Stock Option Grant Notice and Option Agreement under
2010 Equity Incentive Plan
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