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): January 17, 2006
MGI PHARMA, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Minnesota | | 0-10736 | | 41-1364647 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
5775 West Old Shakopee Road, Suite 100, Bloomington, Minnesota 55437
(Address of principal executive offices)
Registrant’s telephone number, including area code: (952) 346-4700
Not Applicable
(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):
| ¨ | 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)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Board of Directors Compensation Schedule.
On January 17, 2006, the Board of Directors of MGI PHARMA, INC. (the “Company”) met and ratified the Compensation Committee’s approval of the following compensation schedule for the non-employee members of the Board of Directors:
Board of Directors Annual Retainer: $25,000, payable quarterly, and 15,000 shares of common stock of the Company
Chairman of the Board of Directors Annual Retainer: $25,000, payable quarterly, and 15,000 shares of common stock of the Company
Board of Directors Meeting Fee in Person: $3,000
Board of Directors Meeting Fee by Phone: $1,000
Chairman of the Board of Directors Meeting Fee: an additional $1,000
Committee Meeting Fee for Committee Meeting Attendance: $1,000
Committee Meeting Fee Attendance for Chairman of the Audit Committee: an additional $1,000
The non-employee members are also able to elect prior to July 1 of each year to receive shares of Common Stock in lieu of their annual retainer. If a director makes this election, shares would be issued on the last business day of each quarter pursuant to awards under the Company’s 1997 Stock Incentive Plan and would be valued as of the close of business on the date of issuance.
2005 Bonus Payments for Named Executive Officers
On January 17, 2006, the Board of Directors of the Company met and ratified the Compensation Committee’s approval of the 2005 bonus payments for the Company’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K and as set forth below) in the amounts indicated:
| | | |
Leon O. Moulder, Jr. | | $ | 168,000 |
Martin J. Duvall | | $ | 78,466 |
James C. Hawley | | $ | 69,468 |
Mary Lynne Hedley | | $ | 97,650 |
Eric P. Loukas | | $ | 84,263 |
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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.
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| Date: January 23, 2006 | | MGI PHARMA, INC. |
| | |
| | | By: | | /s/ JAMES C. HAWLEY
|
| | | | | James C. Hawley |
| | | | | Senior Vice President and Chief Financial Officer |
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