UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 13, 2006
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
0-17085
|
|
95-3698422
|
|
(State
of other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
|
14272
Franklin Avenue, Tustin, California 92780
|
||||
|
(Address
of Principal Executive Offices)
|
||||
|
|
|
|
|
|
|
Registrant’s
telephone number, including area code: (714)
508-6000
|
||||
|
|
||||
|
Not
Applicable
|
||||
|
(Former
name or former address, if changed since last
report)
|
||||
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.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The
following is a description of the Peregrine Pharmaceuticals, Inc. (the
“Registrant”) Incentive Stock Bonus Plan (the “Stock Bonus Plan”) provided
pursuant to Paragraph 10(iii) to Item 601 of Regulation S-K, which requires
a
written description of a compensatory plan when no formal document contains
the
compensation information.
The
purpose of the Stock Bonus Plan is to promote the interests of the Registrant
and its stockholders by providing a total of nineteen key employees and
consultants with financial rewards upon achievement of various research and
clinical goals (“Performance Goals”). The terms of the Plan were approved by the
Registrant’s Compensation Committee of the Board of Directors on February 13,
2006 and the Plan will remain effective through the fourth quarter of the
Registrant’s fiscal year ending April 30, 2007. A series of company Performance
Goals have been established, with each Performance Goal having a specific
targeted attainment date (the “Target Date”). Up to 1,737,166 shares of the
Registrant’s common stock could be issued under the Stock Bonus Plan upon the
achievement of all Performance Goals by the Target Date. Shares earned under
the
Stock Bonus Plan will be issued from the Registrants 2005 Stock Incentive Plan,
which was approved by the Registrant’s stockholders at the 2005 Annual Meeting
of Stockholders.
Our
Chief
Executive Officer, Chief Financial Officer, and Vice President of Business
Development, as well as sixteen other vice presidents, director-level and key
employees and consultants, are participants in the Stock Bonus Plan.
The
number of Bonus Shares is capped at a certain percentage of the individual’s
base compensation (the “Individual Bonus Share Pool”), with the percentage
depending on the individual’s expected level of contribution towards the timely
attainment of the Performance Goals. Different percentage multipliers (a
“Performance Goal Multiplier”) are applied to each of the Performance Goals,
such that, in the event a Performance Goal is attained by the predetermined
Target Date, then each participant shall have earned a number of Bonus Shares
equal to the applicable Individual Bonus Share Pool multiplied by the applicable
Performance Goal Multiplier.
On
February 15, 2006, a Performance Goal was achieved by the assigned Target Date
and in accordance with the Stock Bonus Plan, a total of 28,953 shares were
earned by the participants, including 3,797 shares, 3,015 shares, and 2,500
shares earned by the Chief Executive Officer, Chief Financial Officer, and
Vice
President of Business Development, respectively.
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.
|
PEREGRINE
PHARMACEUTICALS, INC.
|
||||||
|
Date:
February 16, 2006
|
By:
|
/s/
Steven W. King
|
||||
|
Steven
W. King
|
||||||
|
President
and CEO, Director
|
||||||