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):
June 14, 2007
COLEY PHARMACEUTICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51472 | | 06-1506689 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification no.) |
93 Worcester Street, Suite 101
Wellesley, MA 02481
(781) 431-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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):
| ¨ | 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) On June 14, 2007, at the 2007 Annual Meeting of Stockholders of Coley Pharmaceutical Group, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s 2005 Stock Plan (the “Plan”) to increase the number of shares available under the Plan by 1,500,000 shares and, in order to preserve the Company’s ability to deduct the compensation income associated with awards granted under the Plan to executive officers, to approve a limit of 1,000,000 on the number of awards that may be made under the Plan to any individual in any fiscal year.
This summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) The following exhibit is furnished with this report:
| | |
Exhibit
Number | | Description |
10.1 | | Amended and Restated 2005 Stock Plan |
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.
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| | | | COLEY PHARMACEUTICAL GROUP, INC. |
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Dated: June 15, 2007 | | | | By: | | /s/ Charles H. Abdalian, Jr. |
| | | | | | Charles H. Abdalian, Jr. Chief Financial Officer |
