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 20, 2005
Indevus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware
| | 000-18728
| | 04-3047911
|
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
33 Hayden Avenue
Lexington, Ma 02421-7966
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(781-861-8444)
(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:
| ¨ | 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.
On September 20, 2005, the Board of Directors of Indevus Pharmaceuticals, Inc. (the “Company”) adopted the Fiscal Year 2006 CEO Bonus Plan and the Fiscal Year 2006 Senior Executive Bonus Plan (each a “Bonus Plan” and collectively the “Bonus Plans”).
Under the Bonus Plans, the Company’s Chief Executive Officer and Executive Vice Presidents are eligible to receive bonuses in an amount to be calculated in accordance with the terms of the respective Bonus Plan and dependent on the satisfaction of specific criteria relating to the business of the Company and an evaluation of performance.
A copy of the Fiscal Year 2006 CEO Bonus Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the Fiscal Year 2006 Senior Executive Bonus Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| | 10.1 | A copy of the Fiscal Year 2006 CEO Bonus Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K. |
| | 10.2 | A copy of the Fiscal Year 2006 Senior Executive Bonus Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K. |
This filing may contain forward-looking statements that involve risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties are set forth in the Company’s filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under “Risk Factors” and elsewhere, and include, but are not limited to: dependence on the success of SANCTURA™ and SANCTURA XR™; the early stage of products under development; uncertainties relating to clinical trials, regulatory approval and commercialization of our products, particularly SANCTURA and SANCTURA XR; risks associated with contractual agreements, particularly for the manufacture and co-promotion of SANCTURA and SANCTURA XR; dependence on third parties for manufacturing and marketing; competition; need for additional funds and corporate partners, including for the development of our products; failure to acquire and develop additional product candidates; history of operating losses and expectation of future losses; product liability and insurance uncertainties; risks relating to the Redux-related litigation; limited patent and proprietary rights; dependence on market exclusivity; valuation of our Common Stock; risks related to repayment of debts; risks related to increased leverage; and other risks.
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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.
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| | | | | INDEVUS PHARMACEUTICALS, INC. |
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| Dated: October 28, 2005 | | | | By: | | /S/ GLENN L. COOPER |
| | | | | | | | | Glenn L. Cooper, M.D. President, Chief Executive Officer and Chairman |
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