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): November 19, 2008
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| PENNSYLVANIA
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1-14131
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23-2472830 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 88 Sidney Street
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| Cambridge, Massachusetts
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02139 |
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
The Board of Directors (the “Board”) of Alkermes, Inc. (the “Company”) determined that the
compensation attributable to certain non-qualified stock options made to certain of its executive
officers in the past (the “Affected Stock Options”) may not be deductible by the Company as a
result of the limitations imposed by Section 162(m) of the Internal Revenue Code (“Section 162(m)”)
because such stock options were granted pursuant to stock option plans that did not contain one of
the provisions necessary in order to maintain such deductibility under Section 162(m). As a result,
the Board requested that stockholders of the Company approve an amended and restated stock option
plan so that compensation attributable to stock options granted under such plan could be deductible
by the Company when exercised, and the stockholders approved such plan.
In November 2007 and March 2008, the Board canceled certain of the Affected Stock Options, and the
Compensation Committee of the Board re-granted stock options under the amended and restated plan.
In October, 2008, the Board canceled certain of the remaining Affected Stock Options and the
Compensation Committee of the Board re-granted new stock options under the Company’s current equity
plan. In each case, the re-granted stock options contained the same terms as the canceled stock
options, including vesting, number of shares, and the original exercise price which, in all cases,
was higher than the fair market value of the Company’s common stock, as determined pursuant to such
plans, on the date of re-grant.
On November 19, 2008, given the price per share of the Company’s common stock, the Board canceled
certain of the remaining Affected Stock Options and the Compensation Committee of the Board
re-granted new stock options under the Company’s current equity plan. The re-granted stock options
contain the same terms as the canceled stock options, including vesting, number of shares, and the
original exercise price which, in all cases, is higher than the fair market value of the Company’s
common stock on the date of re-grant. The sole purpose of the cancellation and re-grant is to
preserve the Company’s tax deduction in the future with respect to such stock options. No
additional benefit is extended to the officers as a result of the cancellation and re-grant. The
Board has canceled and the Compensation Committee of the Board has
re-granted a total of nine
options, as follows: Richard Pops, one option, representing the right to purchase 350,000 shares;
Michael Landine, one option, representing the right to purchase 65,464 shares; James Frates, one
option, representing the right to purchase 61,274 shares; Elliot Ehrich, two options, representing
the right to purchase 30,489 shares; Kathryn Biberstein, one option, representing the right to
purchase 172,988 shares; David Broecker, two options, representing
the right to purchase 273,565
shares; Gordon Pugh, one option, representing the right to purchase 24,000 shares. The Company does
not expect to incur any additional accounting charge as a result of the cancellation and re-grant
of such stock options.