UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 9, 2004
Eyetech Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-50516 13-4104684
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Numbers) Identification No.)
3 Times Square, 12th Floor
New York, NY 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 824-3100
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(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In a series of meetings beginning on December 9, 2004 and ending on
February 9, 2005, the Compensation Committee of the Board of Directors, and in
certain cases, independent directors, of Eyetech Pharmaceuticals, Inc. approved
the following compensation terms with regard to the compensation of the
executive officers who were named in the Summary Compensation Table of the
Company's 2004 Proxy Statement and who are expected to be named in the Summary
Compensation Table of the Company's 2005 Proxy Statement:
2005 TARGET
2005 BONUS AS A
2005 2004 2005 RESTRICTED PERCENTAGE OF
EXECUTIVE OFFICER SALARY(1) BONUS(2) OPTION GRANT(3) STOCK GRANT BASE SALARY
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David R. Guyer $ 525,000 $ 184,000 250,000 25,000(4) 60%
Chief Executive Officer
Paul G. Chaney $ 315,000 $ 109,089 40,000 - 50%
Chief Operating Officer
Glenn P. Sblendorio(5) $ 290,000 $ 98,594 65,000 - 50%
Chief Financial Officer
Anthony P. Adamis, M.D. $ 375,000 $ 94,875 165,000 20,000(7) 50%
Executive Vice President (5)(6)
Douglas H. Altschuler $ 275,000 $ 56,700 25,000 - 30%
Senior Vice President
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(1) Effective January 1, 2005.
(2) Payable on or about February 23, 2005.
(3) All options were granted on December 9, 2004 at an exercise price of
$43.55 and vest in accordance with the stock option agreements filed as
Exhibits 10.1 and 10.2 to this Form 8-K, which provide that 25% of the
options vest upon the first anniversary of the grant and the balance vest
in equal increments over the following 36 months.
(4) 50% of the shares of restricted stock vested upon the date of grant of
January 5, 2005 and the restrictions of the remaining 50% lapse on the
first anniversary of the date of grant, and will otherwise be made in
accordance with the terms and conditions of the form of Restricted Stock
Agreement filed as Exhibit 10.3 to this Form 8-K.
(5) Also receives a non-accountable car allowance of $2,000 per month.
(6) Promotion to Executive Vice President effective January 5, 2005.
(7) 100% vested on date of grant, January 5, 2005.
The Compensation Committee approved
- 2004 cash bonus awards earned in respect of 2004 and to be
paid in 2005 after assessing individual and corporate
performance against predetermined goals and objectives;
- 2005 salaries after assessing third-party, peer company salary
survey data and analyses of peer company data; and
- 2005 target bonus figures after assessing industry benchmarks
for individual positions.
The Compensation Committee granted the options and restricted stock awards
described above pursuant to the Company's 2003 Stock Incentive Plan.
In addition, on February 9, 2005, the Board of Directors approved the
following compensation arrangements for the non-management directors of the
Company:
- - Annual cash retainer $ 25,000
Board meeting fees $ 2,000 per meeting in person
$ 750 per meeting by telephone
- - Chairman of Audit Committee $ 10,000 per year
- - Chairman of other committees $ 7,500 per year
- - Attendance at committee meetings $ 750 per meeting
- - Stock options granted upon initial appointment(1) 50,000
- - Annual stock option grants(2) 25,000
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(1) 25% of the options vest upon the first anniversary of the grant and the
balance vest in equal increments over the following 36 months.
(2) Vesting monthly over 48 months from date of grant.
The Company will provide additional information regarding the compensation
paid to the named executive officers for the 2004 fiscal year in its proxy
statement for the 2005 Annual Meeting of Stockholders, which is expected to be
filed with the Securities and Exchange Commission before the end of April 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
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10.1 Form of Incentive Stock Option Agreement
10.2 Form of Non-Qualified Stock Option Agreement
10.3 Form of Restricted Stock Agreement
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.
Date: February 15, 2005 EYETECH PHARMACEUTICALS, INC.
By: Glenn P. Sblendorio
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Name: Glenn P. Sblendorio
Title: Senior Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Incentive Stock Option Agreement
10.2 Form of Non-Qualified Stock Option Agreement
10.3 Form of Restricted Stock Agreement