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): October 4, 2005
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 4, 2005, the Compensation Committee (the "Committee") of the Board of
Directors of ARIAD Pharmaceuticals, Inc. (the "Company") approved the awards of
(1) options to purchase shares of the Company's common stock under the terms of
the Company's 2001 Stock Plan, and (2) deferred bonuses under the terms of the
Company's 2005 Executive Compensation Plan (the "2005 Plan"), to certain
management personnel, including the executive officers noted in the following
table.
-------------------------------------------------------------------------- ------------------ -------------------
Name Number of Stock Deferred Bonuses
Options
-------------------------------------------------------------------------- ------------------ -------------------
Harvey J. Berger, M.D.
Chairman of the Board of Directors, Chief Executive Officer and President 150,000 --
-------------------------------------------------------------------------- ------------------ -------------------
Laurie A. Allen, Esq.
Senior Vice President, Legal and Business Development,
Chief Legal Officer and Secretary 60,000 $110,000
-------------------------------------------------------------------------- ------------------ -------------------
Camille L. Bedrosian, M.D.
Vice President, Chief Medical Officer 70,000 $110,000
-------------------------------------------------------------------------- ------------------ -------------------
David L. Berstein, Esq.
Senior Vice President, Chief Patent Counsel 60,000 $110,000
-------------------------------------------------------------------------- ------------------ -------------------
Timothy P. Clackson, Ph.D.
Senior Vice President, Chief Scientific Officer 57,500 $100,000
-------------------------------------------------------------------------- ------------------ -------------------
Edward M. Fitzgerald
Senior Vice President, Finance and Corporate Operations,
Chief Financial Officer and Treasurer 60,000 $110,000
-------------------------------------------------------------------------- ------------------ -------------------
John D. Iuliucci, Ph.D.
Senior Vice President, Chief Development Officer 70,000 $115,000
-------------------------------------------------------------------------- ------------------ -------------------
The stock options have a term of ten years and vest 25% annually over four
years. The exercise price is $7.56, equal to the closing price of the common
stock of the Company on October 4, 2005.
The deferred bonus awards will vest 25% annually over four years and will be
payable in installments on the fourth anniversary and fifth anniversary of the
date of the grant, subject to later payment at the executive's election. Vesting
and payment are subject to termination, distribution and forfeiture provisions
as set forth in the 2005 Plan.
On October 4, 2005, the Committee extended the term of employment under the
Company's Employment Agreements with Ms. Allen, Dr. Bedrosian, Mr. Berstein, Dr.
Clackson, Mr. Fitzgerald and Dr. Iuliucci from December 31, 2006 (December 31,
2005 in the case of Dr. Bedrosian) to December 31, 2008. The term of employment
is thereafter subject to automatic renewal for successive one-year terms absent
notice to the contrary by either party. The provisions of these Employment
Agreements otherwise remain the same.
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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 hereunto duly authorized.
ARIAD Pharmaceuticals, Inc.
By: /s/ Edward M. Fitzgerald
-------------------------------------------------
Edward M. Fitzgerald
Senior Vice President, Finance and Corporate
Operations, Chief Financial Officer
Date: October 10, 2005
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