UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 29, 2008
Biogen Idec Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 0-19311 (Commission file number) | 33-0112644 (IRS Employer Identification No.) |
| 14 Cambridge Center, Cambridge, Massachusetts (Address of principal executive offices) | 02142 (Zip Code) |
Registrant’s telephone number, including area code(617) 679-2000
Not Applicable
(Former name or former address, if changed since last report)
(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 (seeGeneral 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 8.01 Other Events.
As set forth in our definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2008 (the “2008 Proxy Statement”), we are asking our stockholders to consider, among other proposals, a proposal to approve our 2008 Omnibus Equity Plan (the “Plan”) at our 2008 Annual Meeting of Stockholders. The table below reconciles certain equity award information disclosed in or derived from our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2008 (the “2007 10-K”) with the information disclosed in or derived from our 2008 Proxy Statement, and updates that information through May 7, 2008. The Plan remains unchanged and is included as Appendix A to the 2008 Proxy Statement. As of May 7, 2008, 290,297,509 shares of our common stock were outstanding.
Awards Under Equity Plans1
| As of December 31, 2007 | As of May 7, 2008 | |||||||||||
| 2008 Proxy | ||||||||||||
| 2007 10-K | Statement2 | Current 8-K | ||||||||||
Outstanding Awards | ||||||||||||
| Unexercised Options | ||||||||||||
| Average strike price | $ | 50.03 | $ | 50.03 | $ | 52.20 | ||||||
| Remaining years | 5.50 | * | 5.56 | |||||||||
| Options | 14,899,721 | 14,898,252 | 14,202,886 | |||||||||
| Unvested Restricted Stock Units (RSUs) | 4,711,558 | 4,709,472 | 5,661,259 | |||||||||
| Total Options and RSUs | 19,611,279 | 19,607,724 | 19,864,145 | |||||||||
Unvested Restricted Stock Awards (RSAs)3 | 454,766 | * | 1,650 | |||||||||
Total Options, RSUs and RSAs | 20,066,045 | * | 19,865,795 | |||||||||
Shares Available for Future Awards | ||||||||||||
| 2005 Omnibus Plan | * | 9,749,057 | 5,156,229 | |||||||||
| 2006 Directors Plan | * | 661,000 | 622,525 | |||||||||
Total Shares Available | * | 10,410,057 | 5,778,754 | |||||||||
| * | Not presented in the SEC filing referenced. | |
| 1 | Except as otherwise noted, amounts represent outstanding awards made pursuant to multiple Biogen Idec equity plans. Among these plans, awards are currently being made only pursuant to the Biogen Idec Inc. 2006 Non-Employee Directors Equity Plan (the “2006 Directors Plan”) and the Biogen Idec Inc. 2005 Omnibus Equity Plan (the “2005 Omnibus Plan”). | |
| 2 | Differences between amounts reported in the 2007 10-K and 2008 Proxy Statement are due to timing differences in the administrative processing of the granting, vesting or cancellation of an immaterial number of awards. The terms and recipients of those awards were fixed and unchangeable as of their respective grant dates. | |
| 3 | Represents shares that have already been issued and are included in total shares outstanding. |
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.
| Biogen Idec Inc. | ||||
| By: | /s/ Robert A. Licht | |||
| Robert A. Licht | ||||
| Vice President and Assistant Secretary | ||||
Date: May 29, 2008