- Current report filing (8-K)
February 19 2009 - 4:34PM
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
12, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-30111
|
76-0474169
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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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□
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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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□
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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
|
(e) On
February 12, 2009, the Compensation Committee of our Board of Directors approved
2009 base salaries and a process for the determination of 2009 cash bonuses for
our named executive officers. The 2009 salary information and a
description of the 2009 cash bonus determination process is attached to this
current report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
The
Compensation Committee determined not to award cash bonuses for 2008 performance
to our officers in light of current economic conditions, the state of the
financial markets, and a desire to conserve our cash and investments
resources. Instead, the Compensation Committee approved the grant of
restricted stock bonus awards under our 2000 Equity Incentive Plan to our named
executive officers as described below:
Name and Position
|
|
Number
of Restricted Stock Bonus Shares Granted in Lieu of
2008 Cash Bonus
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Arthur
T. Sands, M.D., Ph.D.
President
and Chief Executive Officer
|
|
103,400
|
Alan
J. Main, Ph.D.
Executive
Vice President of Pharmaceutical Research
|
|
44,800
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Jeffrey
L. Wade, J.D.
Executive
Vice President and General Counsel
|
|
44,800
|
Brian
P. Zambrowicz, Ph.D.
Executive
Vice President and Chief Scientific Officer
|
|
55,200
|
James
F. Tessmer
Vice
President, Finance and Accounting
|
|
24,100
|
The
dollar amounts of such awards were determined by the Compensation Committee
based on its assessment of the achievement of the corporate and individual goals
originally established for purposes of determining 2008 cash
bonuses. The number of shares subject to each restricted stock bonus
award was then determined based on the closing price of our common stock, as
quoted on the Nasdaq Global Market, on the last trading day prior to the grant
date, in accordance with the process for determination of fair market value
under our 2000 Equity Incentive Plan.
The
shares subject to such restricted stock bonus awards are subject to the
following vesting schedule: (a) fifty percent (50%) of the shares on
the six-month anniversary of the grant date and (b) fifty percent (50%) of the
shares on the one year anniversary of the grant date;
provided
that the shares
shall become fully vested upon (y) a change of control of our company or (z) the
termination of the named executive officer’s employment by us without cause, by
the named executive officer for good reason or as a result of the named
executive officer’s death or disability.
The form
of restricted stock bonus agreement applicable to such restricted stock bonus
awards is attached to this current report on Form 8-K as Exhibit 10.2
and incorporated herein by reference.
Item
9.01
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Financial Statements and
Exhibits
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(d) Exhibits
Exhibit No.
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Description
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10.1
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—
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Summary
of 2009 Named Executive Officer Cash Compensation
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10.2
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—
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Form
of Restricted Stock Bonus Agreement with Officers under the 2000 Equity
Incentive Plan
|
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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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|
|
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Date: February
19, 2009
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By:
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
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|
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Executive Vice
President
and
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General
Counsel
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Index
to Exhibits
Exhibit No.
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Description
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10.1
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—
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Summary
of 2009 Named Executive Officer Cash Compensation
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10.2
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—
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Form
of Restricted Stock Bonus Agreement with Officers under the 2000 Equity
Incentive Plan
|
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