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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 1, 2006
LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-30111 76-0474169
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8800 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES AND ZIP CODE)
(281) 863-3000
(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 obligations 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 1, 2006, the Compensation Committee of our Board of
Directors approved (1) the payment of 2005 cash bonuses and (2) a process for
the determination of 2006 cash bonuses for our named executive officers as
described below. The Compensation Committee determined that 2006 base salaries
of our named executive officers would remain unchanged from 2005.
1. 2005 CASH BONUSES
2005
NAME AND POSITION CASH BONUS
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Arthur T. Sands, M.D., Ph.D. $165,000
President and Chief Executive Officer
Julia P. Gregory $80,000
Executive Vice President, Corporate Development
and Chief Financial Officer
Jeffrey L. Wade, J.D. $80,000
Executive Vice President and General Counsel
Brian P. Zambrowicz, Ph.D. $90,000
Executive Vice President of Research
Alan J. Main, Ph.D. $60,000
Senior Vice President, Lexicon Pharmaceuticals
2. PROCESS FOR THE DETERMINATION OF 2006 CASH BONUSES
Our named executive officers are eligible to receive cash
bonuses, within the discretion of the Compensation Committee of our
Board of Directors, based on the achievement of certain corporate and
individual goals in 2006. The corporate goals include objectives
relating to the development of drug candidates and the achievement of
specified financial targets. The achievement of these goals will be
evaluated by the Compensation Committee in making determinations
regarding bonuses for 2006 performance.
The Compensation Committee has established a bonus target,
expressed as a percentage of base salary, for each of our named
executive officers, assuming that corporate and individual goals are
fully achieved. The bonus target percentage for each of our named
executive officers is set forth below:
NAME AND POSITION BONUS TARGET
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Arthur T. Sands, M.D., Ph.D. 50%
President and Chief Executive Officer
Julia P. Gregory 35%
Executive Vice President, Corporate Development
and Chief Financial Officer
Jeffrey L. Wade, J.D. 35%
Executive Vice President and General Counsel
Brian P. Zambrowicz, Ph.D. 40%
Executive Vice President of Research
Alan J. Main, Ph.D. 30%
Senior Vice President, Lexicon Pharmaceuticals
Also effective February 1, 2006, with the authorization and approval of
the Compensation Committee, we entered into an agreement with Arthur T. Sands,
M.D., Ph.D., our President and Chief Executive Officer, (1) terminating our
obligation under his employment agreement to fund a split-dollar life insurance
policy for his benefit, (2) foregoing our right under the split-dollar agreement
with the trust that owns the policy to the reimbursement of $147,828 in premiums
that we previously paid for such policy prior to 2002, and (3) providing for the
payment to Dr. Sands of $219,457 to enable him to pay, for his own account, the
premiums under the policy for 2004 and 2005 and the taxes associated with the
termination of the trust's reimbursement obligations under the split-dollar
agreement.
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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 thereunto duly authorized.
LEXICON GENETICS INCORPORATED
Date: February 7, 2006 By: /s/ JEFFREY L. WADE
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Jeffrey L. Wade
Executive Vice President and
General Counsel
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