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): July 14, 2007
ABRAXIS BIOSCIENCE, INC.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-33407 | | 68-0389419 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 11755 Wilshire Blvd., Suite 2000, Los Angeles, CA | | 90025 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 883-1300
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 |
(e), (f)
2006 Cash Bonus Awards
On July 14, 2007, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Abraxis BioScience (the “Company”) approved cash bonus awards for the Company’s executive officers pursuant to the Company’s corporate bonus plan (the “Bonus Plan”) for fiscal year 2006. Other compensation for fiscal year 2006 was previously reported in the Summary Compensation Table that was included in the Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2007. At the time of the filing of the Form 10-K/A, cash bonuses for executive officers under the Bonus Plan had not yet been determined and were not included in the Summary Compensation Table (except for a portion of the cash bonus payable to Dr. Soon-Shiong). Pursuant to Item 5.02(f) of Form 8-K, the cash bonus awards for the named executive officers for fiscal year 2006 are set forth below. An updated Summary Compensation Table reflecting the cash bonus awards is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| | | |
Name and Title | | 2006 Cash Bonus
Awards |
Patrick Soon-Shiong, Chairman of the Board and Chief Executive Officer | | $ | 930,000 |
Lisa Gopala, Executive Vice President and Chief Financial Officer | | $ | 225,000 |
Richard Maroun, Chief Administrative Officer and General Counsel | | $ | 225,000 |
Carlo Montagner, President Abraxis Oncology Division | | $ | 337,500 |
Bruce Wendel, Executive Vice President of Corporate Development | | $ | 150,000 |
2007 Base Salaries
At its July 14, 2007 meeting, the Compensation Committee also considered the base salaries of the executive officers and approved the increases of the base salaries of the named executive officers as follows:
| | | |
Name and Title | | 2007 Base Salaries |
Patrick Soon-Shiong, Chairman of the Board and Chief Executive Officer | | $ | 870,000 |
Lisa Gopala, Executive Vice President and Chief Financial Officer | | $ | 450,000 |
Richard Maroun, Chief Administrative Officer and General Counsel | | $ | 450,000 |
Carlo Montagner, President Abraxis Oncology Division | | $ | 675,000 |
Bruce Wendel, Executive Vice President of Corporate Development | | $ | 340,000 |
2007 Bonus Targets
The Compensation Committee also approved the bonus targets for the 2007 corporate bonus plan for the executive officers. The bonus targets represent a percentage of the executive officers’ 2007 base salaries as follows:
| | | |
Name and Title | | Bonus Targets | |
Patrick Soon-Shiong, Chairman of the Board and Chief Executive Officer | | 85 | % |
Lisa Gopala, Executive Vice President and Chief Financial Officer | | 50 | % |
Richard Maroun, Chief Administrative Officer and General Counsel | | 50 | % |
Carlo Montagner, President Abraxis Oncology Division | | 50 | % |
Bruce Wendel, Executive Vice President of Corporate Development | | 40 | % |
2007 Project Bonus
In addition, the Compensation Committee approved an additional bonus to Lisa Gopala in the amount of $200,000 in connection with her efforts with financial matters related to the proposed spin-off of the Company’s proprietary pharmaceutical products business.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| | |
| Exhibit No. | | Description |
| 99.1 | | 2006 Summary Compensation Table |
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.
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| ABRAXIS BIOSCIENCE, INC. |
| |
| By: | | /s/ Lisa Gopalakrishnan |
| | | Lisa Gopalakrishnan |
| | | Executive Vice President and Chief Financial
Officer |
| |
| Date: | | July 19, 2007 |
