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 5, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain Officers.
On November 5, 2007, Alkermes, Inc. (the “Company”) and Richard F. Pops, the Company’s
Chairman of the Board, amended the Employment Agreement entered into between them on February 27,
2007 (the “2007 Agreement”). Pursuant to the original 2007 Agreement, during the first year of the
arrangement, Mr. Pops is eligible to receive restricted stock awards commensurate with recent
equity awards based on performance criteria determined by the Compensation Committee of the Board
of Directors of the Company (the “Compensation Committee”). The 2007 Agreement was amended to
provide the Compensation Committee the ability to grant Mr. Pops stock options as well as
restricted stock.
This amendment was adopted to allow the Compensation Committee the flexibility to consider the
potential impact of certain tax code provisions, including Section 162(m), on the form of equity
paid to Mr. Pops and to allow the Compensation Committee flexibility in utilizing the current
available pool of restricted stock reserved for issuance by the Company under the Company’s 2002
Restricted Stock Award Plan. The Compensation Committee also determined at their meeting on
November 5, 2007 that any stock option granted to Mr. Pops under the amended 2007 Agreement would
not receive the benefit of one of the Company’s retirement provisions. That provision provides for
the acceleration of vesting and the extension of time to exercise stock options for employees of
the Company meeting certain age and seniority requirements on retirement. Mr. Pops would meet those
age and seniority requirements were he to retire today.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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| No. |
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Description |
99.1
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Amendment to Richard F. Pops employment agreement dated February 27, 2007 with Alkermes, Inc. |