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): December 8, 2004
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21696 22-3106987
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
26 Landsdowne Street, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 494-0400
Not Applicable
(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 Director;
Appointment of Principal Officers.
(c) On December 8, 2004, the Board of Directors of ARIAD
Pharmaceuticals, Inc. (the "Registrant") appointed Harvey J. Berger,
M.D. to fill the position of president effective December 17, 2004.
Dr. Berger will retain the positions of chairman of the Board of
Directors and chief executive officer of the Registrant. Dr. Berger
previously held the position of president from 1991 to 2003.
The biographical and business experience information of Dr. Berger
required by Items 401(b) and (e) of Regulation S-K is incorporated
herein by reference to the discussion responsive thereto in the
section entitled "Board of Directors" in the Registrant's definitive
proxy statement for the 2004 Annual Meeting of Stockholders, which was
filed with the Securities and Exchange Commission on April 29, 2004.
A brief description of the material terms of the employment agreement
between Dr. Berger and the Registrant is incorporated herein by
reference to the discussion responsive thereto in the section entitled
"Executive Compensation - Employment Agreements, Termination of
Employment and Change-in-Control Arrangements" in the Registrant's
definitive proxy statement for the 2004 Annual Meeting of
Stockholders, which was filed with the Securities and Exchange
Commission on April 29, 2004.
There are no family relationships with respect to Dr. Berger that
would be required to be disclosed under Item 401(d) of Regulation S-K,
nor are there any related party transactions that would require
disclosure under Item 404(a) of Regulation S-K.
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.
ARIAD Pharmaceuticals, Inc.
By: /s/ Edward M. Fitzgerald
-----------------------------
Edward M. Fitzgerald
Senior Vice President and
Chief Financial Officer
Date: December 14, 2004