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): October 17, 2005
IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware |
| 0-19612 |
| 04-2834797 |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer Identification No.) |
180 Varick Street
New York, New York 10014
(Address of principal executive offices) (Zip Code)
(212) 645-1405
(Registrant’s telephone number, including area code)
N/A
(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):
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.
On October 17, 2005, the Compensation Committee of the Board of Directors of ImClone Systems Incorporated (the “Company”) approved the adoption of a stock option plan for the sole purpose of making one-time grants of stock options to newly hired key employees who have not previously been employees or directors of the Company as an inducement to such persons entering into employment with the Company (the “Inducement Plan”), in accordance with NASDAQ Marketplace Rule 4350(i)(1)(A)(iv). The Plan permits the Company to issue up to a total of 600,000 “inducement” options to eligible participants to purchase shares of common stock of the Company on terms and conditions set forth therein and in individual award agreements under the Plan, in each case on terms commensurate with options granted under the Company’s 2002 Stock Option Plan. The material terms of each such grant will be promptly announced by the Company in a press release pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv).
The text of the Inducement Plan, which is attached as Exhibit 10.1, is incorporated by reference herein in its entirety.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. |
| Description |
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10.1 |
| ImClone Systems Incorporated 2005 Inducement Stock Option Plan |
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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.
| IMCLONE SYSTEMS INCORPORATED | ||
| (Registrant) | ||
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Dated: October 21, 2005 | By: | /s/ Erik D. Ramanathan |
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| Erik D. Ramanathan | |
|
| Vice President, General Counsel | |
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