UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 10, 2008
AMICUS THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33497
(Commission
File Number)
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20-0422823
(IRS Employer
Identification No.) |
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6
Cedar Brook Drive, Cranbury, NJ
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08512 |
(Address
of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (609) 662-2000
(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):
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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))
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Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2008, at the 2008 Annual Meeting of Stockholders (the “2008 Annual
Meeting”) of Amicus Therapeutics, Inc. (“Amicus”), Amicus’s stockholders approved the
Amended and Restated 2007 Equity Incentive Plan (as amended, the “Restated Plan”).
Amicus’s Board of Directors (the “Board”) approved the Restated Plan on April 22,
2008, subject to, and effective upon, approval by Amicus’s stockholders.
The Restated Plan contains the following amendments:
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An increase to the maximum number of shares of Amicus’s common stock (the
“Common Stock”) authorized for issuance under the Restated Plan by 2,000,000
shares; |
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A limitation of the maximum term of options granted under the Restated Plan
to ten years; |
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A limitation of the number of shares that may be granted as restricted
stock awards or other similar type awards to 300,000 shares; |
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The elimination of the automatic annual increases for the number of shares
available under the 2007 Plan; and |
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The elimination of the provision which allowed the return of shares used by
the Company’s executives as payment for stock option exercises to the pool of
available shares that may be used for awards under the 2007 Plan. |
A more detailed summary of the changes adopted in the Restated Plan is set forth in
Amicus’s definitive proxy statement for the 2008 Annual Meeting (the “Proxy
Statement”), filed with the Securities and Exchange Commission (the “Commission”) on
April 25, 2008. The foregoing summary and the summary contained in the Proxy
Statement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Restated Plan, which is filed as Exhibit 10.1 to
this Current Report on the Form 8-K and is incorporated herein by reference.
On June 10, 2008, the Board approved a letter agreement with Dr. David Lockhart,
Amicus’ Chief Scientific Officer, with respect to the terms of his employment. Under
the terms of the letter agreement, Dr. Lockhart will be an employee at will, receive
an annual base salary of $350,000, be eligible to receive a year end bonus target of
30% of his base salary if certain performance criteria are met, and receive a $500 per
month car allowance, which shall end upon expiration or earlier termination of the existing automobile lease. In the event that Dr. Lockhart’s employment is terminated by
Amicus, except for cause (as defined in the letter agreement) Dr. Lockhart will be
eligible to receive an additional six months salary, six months of option vesting,
pro-rata portion of his year end bonus and continuation of certain medical benefits.
Additionally, in the event of a change of control (as defined in the letter agreement)
and Dr. Lockhart’s employment is terminated without cause or by Dr. Lockhart for good
reason, then Dr. Lockhart will be entitled to twelve months additional salary and all
unvested stock options will vest. The foregoing summary of the letter agreement is
not complete and is qualified in its entirety by reference to the full text of the
agreement which is filed as Exhibit 10.2 to this Current Report on the Form 8-K and is
incorporated herein by reference.
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