- Current report filing (8-K)
January 26 2009 - 1:06PM
Edgar (US Regulatory)
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):
January 26, 2009 (January 20, 2009)
CuraGen Corporation
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
0-23223
|
|
06-1331400
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
322 East Main Street, Branford, Connecticut
|
|
06405
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(203) 481-1104
(Registrants telephone number, including area code)
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e)
On January 20, 2009, the
Compensation Committee of the Board of Directors of CuraGen Corporation, a Delaware Corporation (the Company), pursuant to the Companys Executive Incentive Plan (the EIP), approved performance-based bonuses and granted
performance-based non-qualified stock options in the following amounts to the following executive officers of the Company:
|
|
|
|
|
|
Executive Officers
|
|
2008
Performance-
Based
Bonus
|
|
Shares of Common
Stock
Subject to 2008
Performance-Based
Stock Option
Award
|
Timothy M. Shannon
President and Chief
Executive Officer
|
|
$
|
136,500
|
|
569,500
|
Sean A. Cassidy
VP and Chief Financial
Officer
|
|
$
|
34,825
|
|
159,600
|
Paul M. Finigan
EVP & General
Counsel
|
|
$
|
80,262
|
|
204,800
|
The awards are attributable to 66% corporate performance and 100% individual performance during
fiscal year 2008. The grant of non-qualified stock options to the executive officers was made under the Companys 2007 Incentive Stock Plan (the 2007 Plan), under the following terms: (i) an exercise price equal to the fair
market value of the Companys common stock on the date of grant, or $0.68 per share, and (ii) vesting 25% on the first anniversary of the date of grant and 6.25% quarterly thereafter until the fourth anniversary of the date of grant.
The Companys Form of Non-Qualified Stock Option Agreement under the 2007 Stock Incentive Plan and the EIP were filed as Exhibit 10.9
to the Companys Annual Report on Form 10-K filed on March 13, 2008 and Exhibit 99.1 to the Companys Current Report on Form 8-K filed on February 7, 2005, respectively, and are incorporated herein by reference.
In addition, the Compensation Committee approved an increase in Sean A. Cassidys annual salary from $175,000 to $200,000. The annual salaries for
the other executive officers were not changed.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Exhibit
Number
|
|
Description
|
99.1
|
|
Form of Non-Qualified Stock Option Agreement under the 2007 Stock Incentive Plan (filed as Exhibit 10.9 to the Companys Annual Report on Form 10-K filed on March 13,
2008, Commission File No. 000-23223) is incorporated herein by reference.
|
|
|
99.2
|
|
Executive Incentive Plan (filed as Exhibit 99.1 to Companys Current Report on Form 8-K filed on February 7, 2005, Commission File No. 000-23223) is incorporated herein by
reference.
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURAGEN CORPORATION
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
Date: January 26, 2009
|
|
|
|
By:
|
|
/s/ Sean A. Cassidy
|
|
|
|
|
Name:
|
|
Sean A. Cassidy
|
|
|
|
|
|
|
Title:
|
|
Vice President and
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
99.1
|
|
Form of Non-Qualified Stock Option Agreement under the 2007 Stock Incentive Plan (filed as Exhibit 10.9 to the Companys Annual Report on Form 10-K filed on March 13,
2008, Commission File No. 000-23223) is incorporated herein by reference.
|
|
|
99.2
|
|
Executive Incentive Plan (filed as Exhibit 99.1 to Companys Current Report on Form 8-K filed on February 7, 2005, Commission File No. 000-23223) is incorporated herein by
reference.
|
Curagen Corp. (MM) (NASDAQ:CRGN)
Historical Stock Chart
From Oct 2024 to Nov 2024
Curagen Corp. (MM) (NASDAQ:CRGN)
Historical Stock Chart
From Nov 2023 to Nov 2024