QuickLinks -- Click here to rapidly navigate through this documentUNITED 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
December 31, 2003
(Date of Report)
NEORX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Washington
(State or Other Jurisdiction
of Incorporation) | | 0-16614
(Commission File No.) | | 91-1261311
(IRS Employer
Identification No.) |
300 Elliott Avenue West, Suite 500, Seattle, Washington
(Address of principal executive offices) |
|
98119-4007
(Zip Code) |
(206) 281-7001
(Registrant's telephone number, including area code) |
Item 5. Other Events
Executive Compensation
Summary Compensation Table
The following table sets forth all compensation for services rendered in the year ended December 31, 2003 paid to NeoRx Corporation's Chief Executive Officer, the four most highly compensated officers other than the Chief Executive Officer that were serving as executive officers at the end of 2003, and Douglass B. Given, who resigned as President and Chief Executive Officer on June 30, 2003 (the "Named Executive Officers").
| | For the year ended December 31, 2003
|
|---|
| |
| |
| | Long-Term
Compensation
| |
|
|---|
| | Annual Compensation
| |
|
|---|
| | Securities
Underlying
Options Granted
(#)
| |
|
|---|
Name and Principal Position
| | Salary ($)
| | Bonus
($) (1)
| | All Other
Compensation
($) (2)
|
|---|
Jack L. Bowman
Chairman and Chief Executive Officer | | 289,690 | | 175,000 | | 300,000 | | — |
Douglass B. Given(3)
Chief Executive Officer and President |
|
131,621 |
|
— |
|
200,000 |
|
525 |
Karen Auditore-Hargreaves
President and Chief Operating Officer |
|
231,137 |
|
91,700 |
|
258,340 |
|
1,052 |
Anna Lewak Wight
Vice President, Legal |
|
230,360 |
|
57,422 |
|
150,000 |
|
860 |
Linda T. Findlay
Vice President, Human Relations |
|
140,826 |
|
24,948 |
|
124,000 |
|
1,326 |
Neile A. Grayson(4)
Vice President, Corporate Development |
|
185,237 |
|
34,701 |
|
130,000 |
|
237 |
Melinda G. Kile
Vice President, Finance |
|
160,342 |
|
28,512 |
|
136,400 |
|
842 |
- (1)
- Includes annual bonus award and discretionary bonus award.
- (2)
- Consists of 5% matching of contributions paid to NeoRx Corporation's Employee Savings Plan and Trust, the Company's 401(k) plan and premiums paid under group term life insurance policies.
- (3)
- Dr. Given resigned as Chief Executive Officer and President of the Company on June 30, 2003.
- (4)
- Dr. Grayson resigned as Vice President, Corporate Development of the Company on January 16, 2004.
Stock Option Awards in 2003
The following table provides details regarding the stock options granted to the Named Executive Officers in 2003. In addition, in accordance with SEC Rules, the hypothetical gains or "option spreads" that would exist for the respective options are shown. These gains are based on assumed rates of annual compounded stock price appreciation of 5% and 10% from the date the options were granted over their 10-year term.
Options Granted in 2003
| |
| |
| |
| |
| | Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term
|
|---|
| | Number of
Securities
Underlying
Options Granted
(#) (1)
| | Percent of All
Options
Granted to
Employees in
2003
| |
| |
|
|---|
| | Exercise
Price
Per Share
($)
| |
|
|---|
Name
| | Expiration
Date
| | 5% (6)
($)
| | 10% (6)
($)
|
|---|
| Jack L. Bowman | | 250,000
50,000 | (2)
(3) | 12.3935
2.4787 | %
% | 0.68000
0.47000 | | 3/18/2013
1/30/2013 | | 106,912
14,779 | | 270,936
37,453 |
Douglass B. Given(7) |
|
200,000 |
(3) |
9.9148 |
% |
0.47000 |
|
1/30/2013 |
|
59,116 |
|
149,812 |
Karen Auditore-Hargreaves |
|
25,000
50,000
90,000
93,340 |
(4)
(5)
(3) |
1.2393
2.4787
4.4617
4.6272 |
%
%
%
% |
4.41000
2.79000
2.69000
0.47000 |
|
12/19/2013
7/31/2013
5/8/2013
1/30/2013 |
|
69,336
87,731
152,255
27,589 |
|
175,710
222,327
385,845
69,917 |
Anna Lewak Wight |
|
40,000
110,000 |
(3) |
1.9830
5.4531 |
%
% |
2.69000
0.47000 |
|
5/8/2013
1/30/2013 |
|
67,669
32,514 |
|
171,487
82,396 |
Linda T. Findlay |
|
40,000
84,000 |
(3) |
1.9830
4.1642 |
%
% |
2.69000
0.47000 |
|
5/8/2013
1/30/2013 |
|
67,669
24,829 |
|
171,487
62,921 |
Neile A. Grayson(8) |
|
40,000
90,000 |
(3) |
1.9830
4.4617 |
%
% |
2.69000
0.47000 |
|
5/8/2013
1/30/2013 |
|
67,669
26,602 |
|
171,487
67,415 |
Melinda G. Kile |
|
60,000
76,400 |
(3) |
2.9744
3.7874 |
%
% |
2.69000
0.47000 |
|
5/8/2013
1/30/2013 |
|
101,504
22,582 |
|
257,230
57,228 |
- (1)
- All options were granted on May 8, 2003, except as otherwise noted, pursuant to the Company's Restated 1994 Stock Option Plan and such options become exercisable in monthly increments over a four-year period from the grant date and expire ten years from the grant date. All options were granted with an exercise price equal to the fair market value of the common stock on the date of the grant based on the closing price of the common stock as quoted on the NASDAQ National Market (for options granted prior to March 20, 2003) or NASDAQ SmallCap Market (for options granted on or after March 20, 2003). Under certain circumstances, defined as "change in control" in the Company's Restated 1994 Stock Option Plan, vesting of options will be accelerated and optionees will have the right to exercise all or a part of such options immediately prior to any such transaction.
- (2)
- Options granted on March 18, 2003.
- (3)
- Options granted on January 30, 2003.
- (4)
- Options granted on December 19, 2003.
- (5)
- Options granted on July 31, 2003.
- (6)
- The amounts result from the assumed rates of stock price appreciation required by the SEC and are not intended to forecast actual stock price appreciation.
- (7)
- Dr. Given resigned as Chief Executive Officer and President of the Company on June 30, 2003.
- (8)
- Dr. Grayson resigned as Vice President, Corporate Development of the Company on January 16, 2004.
Stock Option Exercises in 2003
The following table sets forth information on option exercises in the year ended December 31, 2003 by the Named Executive Officers and the value of such officers' unexercised options at the end of 2003.
Aggregate Option Exercises during 2003
and Year-End Option Values
| |
| |
| | Number of Securities
Underlying Unexercised Options
at December 31, 2003 (#)
| | Value Of Unexercised
In-The-Money Options
at December 31, 2003 (1) ($)
|
|---|
Name
| | Shares
Acquired on
Exercise
| | Value
Realized
|
|---|
| | Exercisable
| | Unexercisable
| | Exercisable
| | Unexercisable
|
|---|
| Jack L. Bowan | | 0 | | | 0 | | 335,500 | | 97,500 | | 878,893 | | 323,350 |
| Douglass B. Given(2) | | 200,000 | | $ | 530,000 | | 250,000 | | 0 | | 121,500 | | 0 |
| Karen Auditore-Hargreaves | | 0 | | | 0 | | 286,777 | | 216,563 | | 669,953 | | 248,321 |
| Anna Lewak Wight | | 0 | | | 0 | | 174,062 | | 77,291 | | 477,333 | | 99,525 |
| Linda T. Findlay | | 34,000 | | $ | 93,758 | | 131,980 | | 83,020 | | 240,202 | | 102,998 |
| Neile A. Grayson(3) | | 0 | | | 0 | | 145,520 | | 89,480 | | 362,207 | | 83,093 |
| Melinda G. Kile | | 0 | | | 0 | | 147,609 | | 86,478 | | 367,324 | | 112,203 |
- (1)
- The value of unexercised in-the-money options is calculated based on the market price per share on December 31, 2003, of $4.16 as reported by the Nasdaq SmallCap Market, less the exercise price.
- (2)
- Dr. Given resigned as Chief Executive Officer and President of the Company on June 30, 2003.
- (3)
- Dr. Grayson resigned as Vice President, Corporate Development of the Company on January 16, 2004.
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.
| | | NEORX CORPORATION |
Dated: February 20, 2004 |
|
By |
/s/ MELINDA G. KILE
Melinda G. Kile
Vice President, Finance |
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Aggregate Option Exercises during 2003 and Year-End Option ValuesSIGNATURE
