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): September 15, 2005
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| PENNSYLVANIA
|
|
1-14131
|
|
23-2472830 |
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 88 Sidney Street |
|
|
| Cambridge, Massachusetts
|
|
02139 |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 15, 2005, the Compensation Committee of the Board of Directors of Alkermes, Inc.
approved the Amended and Restated Alkermes January 1, 2005 to March 31, 2006 Named Executive Bonus
Plan (the “Bonus Plan”). The Bonus Plan establishes specific performance objectives and business
criteria for bonus awards that may be earned for the period January 1, 2005 to March 31, 2006 by
the Company’s named executive officers, currently Alkermes’ Chief Executive Officer, President and
Chief Operating Officer, Vice President and Chief Financial Officer, Vice President Corporate
Development, and Vice President, General Counsel and Secretary.
The Compensation Committee also established certain criteria for the payment of equity
compensation to the Chief Executive Officer for fiscal year 2006. The range of equity compensation
for the Chief Executive Officer is zero to 500,000 shares, with such shares to include a time
vesting component. As previously disclosed in the Compensation Committee Report on Executive
Compensation contained in our Definitive Proxy Statement, in order for the Chief Executive Officer
to receive an equity award, at least 25% of the Company objectives set forth in the Bonus Plan must
be met. A maximum bonus award to the Chief Executive Officer would require the Compensation
Committee to determine, in its discretion, that substantial achievement of a majority of such
Company objectives had occurred.
The Bonus Plan is filed with this report as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
| |
|
|
Exhibit No.
|
|
Description |
|
|
|
10.1
|
|
Amended and Restated Alkermes January 1, 2005 to March 31,
2006 Named Executive Bonus Plan |