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 1, 2010
PEREGRINE PHARMACEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-17085
|
95-3698422
|
||
|
(State
of other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Company
Identification
No.)
|
||
|
14282
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
5.02 Departure Of Directors Or Certain Officers; Election
Of Directors; Appointment Of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 1, 2010, the Compensation Committee of the Board of Directors
(“Committee”) of Peregrine Pharmaceuticals, Inc. (the “Company”), approved (i) a
performance-based restricted stock award (“Awards”) to a total of 22 employees
of the Company and two consultants of the Company for an aggregate of 356,250
shares of common stock and (ii) a broad based grant of stock options (“Grants”)
to substantially all of the Company’s employees, the Company’s three
non-employee directors and certain consultants to purchase an aggregate of
2,525,500 shares of common stock. The Awards and Grants will be from
the Company’s 2003, 2005 and 2009 Stock Incentive Plans (collectively, the
“Plans”) and will be evidenced by and subject to the terms of a Stock Issuance
Agreement and Stock Option Agreement, respectively. Included as
recipients of the Awards and Grants are the following named executive
officers:
|
Named
Executive Officer
|
Title
|
Number
of Shares
Underlying
Restricted Stock Award
|
Number
of Shares
Underlying
Stock Option Grants
|
||
|
Steven
W. King
|
Chief
Executive Officer
|
70,000
|
221,000
|
||
|
Paul
J. Lytle
|
Chief
Financial Officer
|
45,000
|
120,000
|
||
|
Shelley
P.M. Fussey, Ph.D.
|
V.P.,
Intellectual Property
|
25,000
|
75,000
|
||
|
Joseph
S. Shan
|
V.P.,
Clinical & Regulatory Affairs
|
25,000
|
75,000
|
||
In
determining the number of shares of common stock covered by the Awards and
Grants to the named executive officers and non-employee directors, the Committee
reviewed a report prepared by an independent compensation consulting firm which
analyzed share-based compensation paid to non-employee directors and executive
officers of corporations in the Company’s peer group. In addition,
with respect to all Awards and Grants to executives and employees, the Committee
gave due consideration to the fact that the Company, due to the insufficiency of
shares of common stock available under its prior stock incentive plans, has not
been in a position to competitively compensate its named executive officers,
management and employees at the same level or with the same frequency of its
peer group competition. With respect to the Awards, due to the
continued limited availability of shares of common stock under the Company’s
Plans, the Committee determined to make the Awards for a number of shares
representing sixty percent (60%) of the number of shares that the Committee
determined to be fair and reasonable incentive compensation. In
recognition of the reduced Awards, the Committee then determined that the
Company would agree to pay each Award recipient employed by the Company his or
her applicable federal and state income tax withholdings if and when the Awards
vest (as discussed below), with such withholding amounts calculated as if the
Awards were for the full number of shares of common stock that the Committee
determined to be reasonable (and not the reduced number) and based upon the fair
market value of the Company’s common stock on each date of
vesting. The withholding amounts so paid by the Company shall be
treated and reported as bonus compensation to the Award
recipients. Because the amount of such bonus compensation will be
calculated at the time the Awards vest, if at all, the Company cannot presently
calculate and report the bonus compensation, if any, that will be received by
the above named executive officers.
The
Committee has determined that the Awards will be subject to a vesting
requirement based upon the Company’s timely attainment of certain predetermined
clinical, financial and operational milestones. In this regard, the
Committee has approved a total of eight milestones with specific targeted
attainment dates (the “Target Dates”) ranging from June 30, 2010 through July
15, 2011. If a milestone is successfully achieved by its Target Date
, then as of the date of achievement of each milestone twenty percent (20%) of
the shares of common stock underlying such Awards shall
vest. Consequently, outstanding Awards will fully vest (e.g., as to
one hundred percent (100%) of the underlying shares of common stock) if five of
the eight predetermined milestones are successfully achieved by their respective
Target Dates.
The
Committee has determined that the exercise price of the Grants will be equal to
the closing price of the Company’s common stock on February 1, 2010, the date of
grant, and shall vest quarterly in equal installments over a two year
period.
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 3, 2010
|
By:
|
/s/ Paul J. Lytle | |
| Paul J. Lytle | |||
| Chief Financial Officer and Corporate Secretary | |||