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: May 19, 2005
(Date of earliest event reported)
INCYTE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-27488 | 94-3136539 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Experimental Station, Route 141 & Henry Clay Road, Building E336 Wilmington, DE | 19880 | |
| (Address of principal executive offices) | (Zip Code) |
(302) 498-6700
(Registrant’s telephone number, including area code)
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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2005, the Board of Directors of Incyte Corporation (the “Company”) approved an amendment to the Company’s 1993 Directors’ Stock Option Plan (the “Directors’ Plan”) to provide that the Board of Directors may not (1) modify an outstanding option issued under the Directors’ Plan to lower the exercise price of such option or (2) assume or accept the cancellation of an outstanding option issued under the Directors’ Plan in return for the grant of a new option issued under the Directors’ Plan with a lower exercise price, in each case unless such action has been approved by the Company’s stockholders.
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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.
| INCYTE CORPORATION | ||||
| Date: May 20, 2005 | By | /s/ PATRICIA A. SCHRECK | ||
| Patricia A. Schreck | ||||
| Executive Vice President and General Counsel | ||||
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