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): September 23, 2005
CLINICAL DATA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-12716 | 04-2573920 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer |
| | | Identification No.) |
| One Gateway Center, Suite 411, Newton, Massachusetts | 02458 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (617) 527-9933
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:
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))
Item 1.01. Entry Into a Material Definitive Agreement.
Approval of 2006 Base Salaries
On September 23, 2005, to be effective retroactively for the 2006 fiscal year beginning April 1, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Clinical Data, Inc. (the “Company”), after considering the Company’s performance for the 2005 fiscal year, established the following 2006 fiscal year base salaries for the following executive officers:
Name | 2006 Base Salary |
Israel M. Stein, M.D.
President, Chief Executive Officer | $325,000 |
Mark D. Shooman
Senior Vice President, Chief Financial Officer | $175,000 |
Garth Gardner
Senior Vice President, Chief Operating Officer | $187,000 |
Caesar J. Belbel
Senior Vice President, Secretary, General Counsel | $175,000 |
Stock Option Awards
On September 23, 2005, the Compensation Committee awarded options to purchase shares of the Company’s common stock under its 2002 Incentive and Stock Plan to its executive officers and to certain of its independent directors. The following table sets forth information regarding grants to the executive officers and directors indicated:
Name | Number of Shares of Common Stock Subject to Stock Options | Exercise Price per Share | Expiration Date |
Israel M. Stein, M.D.
President, Chief Executive Officer | 12,000 | $23.47 | 09/23/2010 |
Mark D. Shooman
Senior Vice President, Chief Financial Officer | 8,000 | $21.34 | 09/23/2015 |
Garth Gardner
Senior Vice President, Chief Operating Officer | 5,000 | $21.34 | 09/23/2015 |
Caesar J. Belbel
Senior Vice President, Secretary, General Counsel | 8,000 | $21.34 | 09/23/2015 |
Larry D. Horner
Director | 2,500 | $21.34 | 09/23/2015 |
Arthur B. Malman
Director | 2,500 | $21.34 | 09/23/2015 |
Each of the options, except the option for Dr. Stein, is exercisable at an exercise price per share of $21.34, which is equal to the fair market value of the common stock on the NASDAQ Small Cap Market as of September 23, 2005, the date of grant. Dr. Stein’s option is exercisable at an exercise price per share of $23.47, which is equal to 110% of the fair market value of the common stock on that day. Dr. Stein’s option has a 5-year term, while the other options have a 10-year term. All options are subject to earlier termination upon the occurrence of certain events related to termination of employment. The options for Messrs. Horner and Malman are fully vested as of the grant date. The options for Dr. Stein and Messrs. Shooman, Gardner, and Belbel are exercisable and vested as to one-third of the options on the grant date, with another one-third of the options becoming exercisable and vested on April 1, 2006, and the remaining one-third of the options becoming exercisable and vested on April 1, 2007, provided that the option holder is then employed by the Company.
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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| | Clinical Data, Inc. |
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| Date: September 28, 2005 | By: | /s/ Caesar J. Belbel |
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Caesar J. Belbel |
| | Senior Vice President, Secretary and General Counsel |
