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): September 30, 2005
CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | |
| Delaware | | 0-27406 | | 94-3173928 |
| | | | | |
(State or Other
Jurisdiction of
Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(650) 843-2800
(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:
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On September 30, 2005 the Company issued a press release announcing that it has named Claudette S. MacMillan to the position of Senior Director, Financial Planning and Analysis. Ms. MacMillan will be primarily responsible for leading Connetics’ financial planning analysis activities. The Compensation Committee of the Company’s Board of Directors approved an inducement grant to Ms. MacMillan of a non-qualified stock option to purchase 20,000 shares of Connetics’ common stock. This option award was granted without stockholder approval pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv) and with the following material terms: (a) an exercise price of $16.91 per share which is equal to the fair market value of Connetics’ common stock on the grant date (September 30, 2005), (b) a term of 10 years, and (c) a vesting schedule providing that the option is exercisable as to 1/8th of the total grant on the six-month anniversary of Ms. MacMillan’s hire, and 1/48th of the total grant each month thereafter until the grant is fully vested.
A copy of the press release announcing the Company’s hiring of Ms. MacMillan is furnished as Exhibit 99.1 to this report.
A copy of the Non-Qualified Stock Option Agreement between the Company and Ms. MacMillan is attached to this report as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
| | | |
| Exhibit No. | | Description |
| 10.1 | | Non-Qualified Stock Option Agreement between Connetics Corporation and Claudette MacMillan |
| 99.1 | | Senior Director, Financial Planning and Analysis Press Release dated September 30, 2005 |
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.
| | | | | |
| | CONNETICS CORPORATION
| |
| Date: October 4, 2005 | By: | /s/ Katrina J. Church | |
| | | Katrina J. Church | |
| | | Executive Vice President, General Counsel
and Secretary | |
| |
EXHIBIT INDEX
| | | |
| Exhibit | | |
| No. | | Description |
| 10.1 | | Non-Qualified Stock Option Agreement between Connetics Corporation and Claudette MacMillan |
| 99.1 | | Senior Director, Financial Planning and Analysis Press Release dated September 30, 2005 |
