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): June 15, 2005
Eyetech Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-50516 13-4104684
- ---------------------------- ---------------- --------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3 Times Square, 12th Floor
New York, NY 10036
- --------------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 824-3100
---------------------------------------------------
(Registrant's telephone number (including area code)
------------------------------------------------------------
(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.
On June 15, 2005, the Board of Directors of Eyetech Pharmaceuticals, Inc.
(the "Company") authorized the measures set forth below:
Acceleration of Vesting of Certain "Out-of-the Money" Stock Options
-------------------------------------------------------------------
On January 1, 2006, the Company is required to adopt Statement of Financial
Accounting Standards No. 123(R) Share-Based Payment ("SFAS No. 123(R)"), which
requires the expensing of share based employee compensation. In anticipation of
the adoption, the Board of Directors authorized the amendment as of June 28,
2005 of all outstanding options to purchase the Company's common stock with an
exercise price equal to or greater than $22.44 per share (the "Affected
Options") to provide that each Affected Option then outstanding will become
fully vested and exercisable as of June 28, 2005. The acceleration of the
Affected Options has the effect of reducing a significant portion of the charge
related to the expensing of options under SFAS No. 123(R). Without the
acceleration of the Affected Options before December 31, 2005, the cumulative
income statement charge over the remaining terms of the Affected Options of up
to 40 months after the adoption of SFAS No. 123(R) would be as much as $61
million based on current assumptions. There would be no income statement charge
for options that are fully vested prior to the adoption of SFAS No. 123(R).
Awards of Restricted Stock
--------------------------
Pursuant to the terms and provisions of the Company's 2003 Stock Incentive
Plan (the "2003 Plan"), the Board of Directors authorized the Company to award
on June 28, 2005 (the "Award Date") up to 1,500,000 shares of restricted stock
with a purchase price of $0.01 per share (the "Restricted Stock") to most
employees and directors of the Company. The number of shares of Restricted Stock
awarded to each recipient was based on a consistently applied methodology
related to the fair value of the recipient's Affected Options. The Restricted
Stock will fully vest on the first anniversary of the Award Date. In addition,
the awards for the Restricted Stock will provide that effective upon the
occurrence of a Change in Control Event (as defined in the 2003 Plan) all
unvested shares of Restricted Stock will immediately vest and become free from
any conditions or restrictions set forth in the Restricted Stock award. The
Company anticipates that there will be a non-cash income statement charge over
the 12-month vesting period in the range of $17 to $19 million based on an
assumed stock price at June 28, 2005 of $11.97, the closing price of the
Company's common stock on June 20, 2005.
Benefits to Executive Officers and Directors
--------------------------------------------
The table below sets forth for each current executive officer named in the
Summary Compensation Table of the Company's 2005 Proxy Statement and the current
directors of the Company, the number and exercise prices of their respective
Affected Options and their Restricted Stock Awards:
<Table>
Director and Executive Officer Affected Options Restricted Stock Award
- ------------------------------ ---------------- ----------------------
David R. Guyer, M.D.
Chief Executive Officer and 270,000 at $29.91 - $43.55 135,000
Director
Paul G. Chaney
Chief Operating Officer 60,000 at $29.91 - $43.55 30,000
Anthony P. Adamis, M.D.
Executive Vice President 185,000 at $29.91 - 43.55 92,500
Glenn P. Sblendorio
Chief Financial Officer 85,000 at $29.91 - $43.55 42,500
Srinivas Akkaraju, M.D., Ph.D.
Director 35,000 at $23.31 - $34.34 17,500
Samir Patel, M.D.
Chief, Clinical and Commercial
Strategy and Director 50,000 at $45.00 25,000
Michael J. Regan
Director 75,000 at $23.31 - $47.95 37,500
Phillip M. Satow
Director 75,000 at $23.31 - $41.00 37,500
Henry Simon
Director 35,000 at $23.31 - $34.34 17,500
Damion E. Wicker, M.D.
Director 35,000 at $23.31 - $34.34 17,500
</Table>
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.
Date: June 21, 2005 EYETECH PHARMACEUTICALS, INC.
By: /s/ Glenn P. Sblendorio
-----------------------
Name: Glenn P. Sblendorio
Title: Senior Vice President,
Finance and Chief Financial Officer