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): November 15, 2007
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)
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1-14131
(Commission
File Number)
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23-2472830
(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(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))
Item 7.01 Regulation FD Disclosure
The Board of Directors (the “Board”) of Alkermes, Inc. (“Alkermes” or the “Company”) recently
determined that the compensation attributable to certain grants of non-qualified stock options made
to certain of its executive officers in the past may not be deductible by the Company as a result
of the limitations imposed by Section 162(m) of the Internal Revenue Code (“Section 162(m)”)
because such stock options were granted pursuant to a stock option plan that did not contain one of
the provisions necessary in order to maintain such deductibility under Section 162(m). As a
result, the Board requested that stockholders of the Company approve an Amended and Restated 1999
Stock Option Plan to add the necessary provision so that compensation attributable to stock options
granted under such plan could be deductible by the Company when exercised. The Company’s
stockholders approved such Amended and Restated 1999 Stock Option Plan on October 9, 2007.
Accordingly, on November 15, 2007, the Board decided to cancel certain of the affected stock
options provided that the Compensation Committee of the Board re-grant the same stock options under the Company’s Amended and Restated 1999 Stock
Option Plan. On November 15, 2007, the Compensation Committee of
the Board re-granted such stock options under the Company’s
Amended and Restated 1999 Stock Option Plan. The re-granted stock options contain the same terms as the
canceled stock options, including the original exercise price which, in all cases, is higher than
the fair market value of the Company’s common stock on the date of grant. The sole purpose of the
cancellation and re-grant is to preserve the Company’s tax deduction in the future with respect to
such stock options. No additional benefit is extended to the officers as a result of the
cancellation and re-grant. The Board has canceled and the
Compensation Committee of the Board has re-granted a total of fifty-eight options,
as follows: Richard Pops, nine options, representing the right to purchase approximately 2,000,000
shares; Michael Landine, nine options, representing the right to purchase approximately 315,000
shares; James Frates, eight options, representing the right to purchase approximately 370,000
shares; Elliot Ehrich, twelve options, representing the right to purchase approximately 380,000
shares; Kathryn Biberstein, six options, representing the right to purchase approximately 160,000
shares; David Broecker, seven options, representing the right to purchase approximately 1,000,000
shares; Gordon Pugh, seven options, representing the right to purchase approximately 330,000
shares. The Company does not expect to incur any additional accounting charge as a result of the
cancellation and re-grant of such stock options.