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):February 9, 2006
| | | |
| Penwest Pharmaceuticals Co. |
| (Exact Name of Registrant as Specified in Charter) |
| |
| | | | | |
| Washington | | 000-23467 | | 91-1513032 |
(State or Other Jurisdiction
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 |
| (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 (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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On February 9, 2006, 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 the Company’s executive officers effective March 1, 2006; |
| |
| | • | | the payment of cash bonus awards to the Company’s executive officers for the fiscal year ended December 31, 2005; and |
| |
| | • | | the grant of options to purchase shares of common stock of the Company to the Company’s executive officers. |
| | | | | | | | | | | | | |
| | | 2006 Salary | | 2005 Bonus | | Stock Options |
| | | | | | | | | | | | | |
| Jennifer L. Good | | $ | 325,000 | | | $ | 100,000 | | | | 50,000 | |
President, Chief Operating Officer and Chief Financial Officer | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Thomas R. Sciascia, M.D. | | | 285,000 | | | | 69,563 | | | | 30,000 | |
Senior Vice President and Chief Medical Officer | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Alan F. Joslyn, Ph.D. | | | 266,000 | | | | 66,938 | | | | 30,000 | |
Senior Vice President of Research and Development | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Theodor T. Rozsa | | | 225,000 | | | | 24,063 | | | — |
Senior Vice President of Business Development | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Anand R. Baichwal, Ph.D. | | | 225,000 | | | | 50,925 | | | | 30,000 | |
Senior Vice President of Research and New Technology Development and Chief Scientific Officer | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Each of the options to purchase shares of the Company’s common stock (1) was granted pursuant to the Company’s 2005 Stock Incentive Plan, (2) has an exercise price of $22.67 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.
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 27, 2006 | By: | /s/ Jennifer L. Good | |
| | | Jennifer L. Good | |
| | | President, Chief Operating Officer and Chief Financial Officer | |
| |
