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): April 26, 2007
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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PENNSYLVANIA
(State or Other Jurisdiction of
Incorporation)
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1-14131
(Commission
File Number)
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23-2472830
(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(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 1.01 Entry into a Material Definitive Agreement
On
April 26, 2007, the Compensation Committee of the Board of Directors (the “Committee”) of
Alkermes, Inc. (“Alkermes” or the “Company”) approved the Alkermes Fiscal 2008 Named-Executive
Bonus Plan (the “Plan”) and established bonus awards that may be earned for the Company’s
fiscal year 2008 (April 1, 2007 to March 31, 2008) by the Company’s executive officers. The
Company’s executive officers under the Plan are currently Alkermes’ Chairman of the Board of Directors; Chief
Executive Officer and President; Vice President, Chief Financial Officer and Treasurer; Vice
President, Corporate Development; Vice President, General Counsel and Secretary; Vice President,
Science and Development and Chief Medical Officer; and Vice President, Operations (each a
“Participant”). Target bonus ranges for each Participant determined by the Committee are 0% to 100%
of base salary. The bonuses will be paid based on the achievement of Company objectives and
individual performance of the Participants, as determined by the Committee. The Committee set the
Company’s objectives under the Plan for fiscal year 2008 as: driving robust supply of
RISPERDAL® CONSTA® sales; successfully commercializing VIVITROL®;
achieving key development program milestones; and financial performance against budget
(“Performance Objectives”).
The Plan is filed with this report as Exhibit 10.1.
Item 8.01 Other Events
On April 26, 2007, the Committee also established certain criteria for the payment of equity and
cash compensation to Richard F. Pops, the Company’s Chairman of the Board of Directors
(“Chairman”), and David A. Broecker, the Company’s President and Chief Executive Officer (“CEO”),
for fiscal year 2008.
The Committee set the Chairman’s performance objectives for fiscal year 2008 to be those
Performance Objectives listed above plus the facilitation of an orderly transition of duties of
CEO. The Committee set the range of the Chairman’s bonus for fiscal year 2008 at between 0% and
100% of base salary, with a target bonus of 50% of base salary. In order for the Chairman to
receive: (i) a cash bonus, at least 20% of the Chairman’s objectives must have been met; (ii) a
target bonus, at least 40% of such objectives must have been met; and (iii) the maximum bonus, the
substantial achievement of a majority of such objectives must have occurred. The Committee
determined that the Chairman was eligible to receive restricted stock awards for fiscal year 2008
commensurate with recent equity awards granted to the Chairman based on the Chairman’s performance
versus his performance objectives. In order for the Chairman to receive an equity award, at least
20% of the Chairman’s objectives must be met. A maximum equity award to the Chairman requires the
Committee to determine that substantial achievement of a majority of such objectives has occurred.
The Committee set the CEO’s performance objectives for fiscal year 2008 to be those Performance
Objectives listed above. The Committee set the range of the CEO’s bonus for fiscal year 2008 at
between 0% and 100% of base salary, with a target bonus of 50% of base salary. In order for the CEO
to receive: (i) a cash bonus, at least 25% of the Performance Objectives must have been met; (ii) a
target bonus, at least 50% of such objectives must have been met; and (iii) the maximum bonus, the
substantial achievement of a majority of such objectives must have occurred. The Committee also
set the range of the CEO’s equity compensation for fiscal year 2008 at 0 to 500,000 shares, with
such shares to include a time vesting component. In order for the CEO to receive an equity award,
at least 25% of the Performance Objectives must be met. A maximum equity award to the CEO requires
the Committee to determine that substantial achievement of a majority of such objectives has
occurred. The Committee’s annual cash compensation review for the CEO will occur near the calendar
year-end in conjunction with the Company-wide salary review. In determining any increase in salary,
the Committee will consider salaries of CEO’s at comparable companies, other market data, the
magnitude of other annual salary increases at the Company, and the status of the CEO’s and the
Company’s performance versus the Performance Objectives at the time of such salary review.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
10.1
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Alkermes Fiscal 2008 Named-Executive Bonus Plan |