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, 2008 (July 9, 2008)
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51820 | | 77-0567768 |
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| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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Alexza Pharmaceuticals, Inc.
2091 Stierlin Court
Mountain View, California | | 94043 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(650) 944-7000
(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 (see General Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
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| Item 1.01 | | Entry into a Material Definitive Agreement. |
On July 9, 2008, the Board of Directors of Alexza Pharmaceuticals, Inc. (the “Company”) adopted a new form of indemnity agreement (the “Indemnity Agreement”) to be entered into with current and future officers and directors of the Company. The new form of Indemnity Agreement replaces the form of agreement currently in place with each of the officers and directors and provides, among other things, that the Company will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Restated Certificate of Incorporation and Bylaws. The foregoing summary is qualified in its entirety by the form of Indemnity Agreement itself, a copy of which is filed as Exhibit 10.2 hereto, and the contents of which are incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number | | Description |
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| 10.2 | | Form of Director/Officer Indemnity Agreement entered into between the Company and each of its directors and officers. |
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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| | Alexza Pharmaceuticals, Inc.
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| Date: July 14, 2008 | By: | /s/ Thomas B. King | |
| | | Thomas B. King, | |
| | | President and Chief Executive Officer | |
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INDEX TO EXHIBITS
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| Exhibit Number | | Description |
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| 10.2 | | Form of Director/Officer Indemnity Agreement entered into between the Company and each of its directors and officers. |
