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 13, 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
Amendment to Employment Agreement
On December 13, 2005, pursuant to the recommendation of the Compensation
Committee, the Board of Directors (the "Board") of ARIAD Pharmaceuticals, Inc.
(the "Company") approved the amendment of certain terms of the employment
agreement of its Chairman, Chief Executive Officer and President, Harvey J.
Berger, M.D. The amended terms will be effective January 1, 2006. Under the
terms of the amendment, the term of Dr. Berger's employment agreement will be
extended from December 31, 2007 until December 31, 2009. In addition, Dr.
Berger's annual base salary will be increased from $504,000 in the fiscal year
ending December 31, 2005 ("FY 2005") to $544,000 in the fiscal year ending
December 31, 2006 ("FY2006"). Also, Dr. Berger will be awarded 40,000 shares of
restricted stock of the Company. The restricted stock is subject to repurchase
by the Company for $.001 per share if Dr. Berger's employment with the Company
is terminated for cause prior to the thirteen-month anniversary of the grant
date. The Company's right of repurchase lapses under certain circumstances,
including a change in control of the Company and termination of his employment
by the Company other than for cause. These terms are subject to the terms of Dr.
Berger's employment agreement. The restricted shares may not be sold,
transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed
of other than to the Company as long as the Company's right of repurchase is in
effect.
The Board increased Dr. Berger's compensation to recognize Dr. Berger's
performance and leadership of the Company and to bring Dr. Berger's overall
compensation more in line with the compensation of other chief executives of
similar biotechnology companies. The Compensation Committee reviewed
compensation data and recommendations from an independent third-party executive
compensation consulting firm and considered compensation levels from
industry-specific surveys and at comparable biotechnology companies in making
its recommendation to the Board.
Approval of Fiscal 2006 Base Salaries
On December 13, 2005, pursuant to recommendations from the Company's Chief
Executive Officer and after a review of competitive market data, the
Compensation Committee approved the annual base salaries for FY 2006 for certain
of the Company's senior management personnel, including those executive officers
identified below:
Name and Position FY 2005 Base Salary FY 2006 Base Salary
----------------- ------------------- -------------------
Laurie A. Allen, Esq. $288,000 $309,000
Senior Vice President, Legal and Business
Development, Chief Legal Officer and Secretary
Camille L. Bedrosian, M.D. $290,000 $309,000
Vice President, Chief Medical Officer
David L. Berstein, Esq. $288,000 $309,000
Senior Vice President, Chief Patent Counsel
Timothy P. Clackson, Ph.D. $290,000 $309,000
Senior Vice President, Chief Scientific
Officer
Edward M. Fitzgerald $288,000 $309,000
Senior Vice President, Finance and Corporate
Operations, Chief Financial Officer and
Treasurer
John D. Iuliucci, Ph.D. $290,000 $309,000
Senior Vice President, Chief Development
Officer
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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: December 19, 2005
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