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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 16, 2005
Penwest Pharmaceuticals Co.
| Washington | 000-23467 | 91-1513032 | ||
| (State or Other Juris- diction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 39 Old Ridgebury Road, Suite 11 | ||
| Danbury, Connecticut | 06810-5120 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(877) 736-9378
n/a
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 (seeGeneral 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 1.01 Entry into a Material Definitive Agreement. | ||||||||
| SIGNATURE | ||||||||
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Item 1.01 Entry into a Material Definitive Agreement.
On February 16, 2005, the Compensation Committee of the Board of Directors of Penwest Pharmaceuticals Co. (the “Company”) approved, as set forth in the table below:
| • | the annual base salaries for each of the Company’s executive officers set forth below effective March 1, 2005; | |||
| • | the payment of cash bonus awards to each of the Company’s executive officers set forth below for the fiscal year ended December 31, 2004; and | |||
| • | the grant of options to purchase shares of common stock to each of the Company’s executive officers set forth below. | |||
| 2005 Salary | 2004 Bonus | Stock Options | ||||||||||
| Thomas Sciascia | $ | 265,000 | $ | 44,625 | 35,000 | |||||||
| Alan Joslyn | 255,000 | 50,820 | 35,000 | |||||||||
| Jennifer Good | 250,000 | 49,140 | 45,000 | |||||||||
| Fred Banti | 214,000 | 36,050 | 20,000 | |||||||||
| Anand Baichwal | 194,000 | 38,283 | 20,000 | |||||||||
Each of the options to purchase shares of the Company’s common stock (1) was granted pursuant to the Company’s 1997 Equity Incentive Plan, (2) has an exercise price of $10.35 per share and (3) vests annually over four years. The vesting of these options will be automatically accelerated upon the occurrence of specified events in connection with a change in control of the Company.
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SIGNATURE
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.
| PENWEST PHARMACEUTICALS CO. | ||||
| Date: February 23, 2005 | By: | /s/ Jennifer L. Good | ||
| Jennifer L. Good | ||||
| Senior Vice President, Finance and Chief Financial Officer | ||||