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): January 28, 2010
Icagen, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-34217 | | 56-1785001 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
4222 Emperor Boulevard, Suite 350 Durham, North Carolina | | 27703 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (919) 941-5206
(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):
| ¨ | 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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2009 Executive Officer Bonuses. On January 28, 2010, in light of current economic and financial conditions and other factors, which have impacted overall company performance, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Icagen, Inc. (the “Company”) determined that no cash bonuses would be awarded to the Company’s executive officers for 2009.
2010 Executive Officer Bonus Targets. Also on January 28, 2010, the Compensation Committee approved the following cash bonus targets for the Company’s executive officers for 2010, which targets are unchanged from 2009 levels:
| | |
Executive Officer | | Bonus Target for 2010 |
P. Kay Wagoner, Ph.D., Chief Executive Officer and President | | Up to 50% of base salary |
| |
Richard D. Katz, M.D., Executive Vice President, Finance and Corporate Development, Chief Financial Officer and Treasurer | | Up to 40% of base salary |
| |
Seth V. Hetherington, Senior Vice President, Clinical and Regulatory Affairs | | Up to 40% of base salary |
Cash bonuses for Dr. Wagoner, Dr. Katz and Dr. Hetherington for 2010 will be based on the achievement of specified corporate performance objectives. The corporate performance objectives for 2010 are progression of research and clinical development programs; increasing shareholder confidence; improving financial stability through corporate and business development strategies; timely, effective and efficient completion of public company reporting obligations; and maintaining policies and procedures for internal controls and compliance obligations. The actual amount of such cash bonuses, if any, will be determined in the discretion of the Compensation Committee, subject to the maximum bonus targets shown above. The Compensation Committee will evaluate the Company’s and each executive’s performance against the objectives listed above from time to time during 2010, and may, in its discretion, approve the payment of any bonuses or changes in base salary during 2010 or in early 2011.
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.
| | | | |
| | | ICAGEN, INC. |
| | |
| Date: February 01, 2010 | | By: | | /s/ P. KAY WAGONER |
| | | | P. Kay Wagoner, Ph.D. |
| | | | Chief Executive Officer and President |
