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): August
10, 2006
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-30929
(Commission
File Number)
|
13-4087132
(IRS
Employer Identification No.)
|
750
Lexington Avenue
New
York, New York 10022
(Address
of Principal Executive Offices)
(212)
531-5965
(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 obligation of the registrant under any of the following
provisions:
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£
|
Written
communications pursuant to Rule 425 under the Securities
Act.
|
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£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
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£
|
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
|
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
8.01. Other Events.
On
August
9, 2006, Michael S. Weiss, Chairman and Chief Executive Officer of Keryx,
adopted a Rule 10b5-1 trading plan (the “Plan”) with a brokerage firm to
exercise stock options issued to Mr. Weiss pursuant to his employment agreement
and Keryx’s stock option plans and to sell the common stock underlying such
options. Mr. Weiss entered into the Plan to facilitate the exercise of stock
options and as part of his personal long-term investment strategy for asset
diversification and liquidity. Mr. Weiss has no control over the timing of
the
option exercises or stock sales under the Plan. The Plan replaces and supersedes
a plan originally filed on December 30, 2005. No shares will be exercised and
sold under the Plan until October 15, 2006. Thereafter, pursuant to the Plan,
200,000 stock options will be exercised and shares of the underlying common
stock will be sold upon the stock price reaching four pre-set price targets
of
$15, $18, $20 and $25. The next tranche of stock options will not be exercised
and sold until the next price target is reached.
Employee
stock options representing 800,000 shares are available to be exercised under
the Plan. The number of employee stock options available to be exercised
represents approximately 12% of Mr. Weiss’s holdings. The Plan is scheduled to
terminate in October 2008, whether or not the total number of shares is sold.
Any
transactions under the Plan will be reported by Mr. Weiss through Form 4 filings
with the Securities and Exchange Commission. The Plan is intended to comply
with
Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the
Company’s insider trading policy.
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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|
|
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Keryx Biopharmaceuticals,
Inc. |
| |
(Registrant) |
| |
|
| Date: August 10, 2006 |
|
|
|
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By: |
/s/ Ronald C. Renaud, Jr. |
| |
Ronald
C. Renaud, Jr. |
| |
Senior
Vice President, Chief Financial Officer, Secretary and
Treasurer |