- Current report filing (8-K)
October 27 2009 - 8:17AM
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):
October 22, 2009
PEREGRINE PHARMACEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17085
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95-3698422
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(State
of other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Company
Identification
No.)
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14282
Franklin Avenue, Tustin, California 92780
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code:
(714)
508-6000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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):
o
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to
Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
o
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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
October 22, 2009, at the 2009 Annual Meeting of Stockholders (the “Annual
Meeting”) of Peregrine Pharmaceuticals, Inc. (the “Company”), the Company’s
stockholders adopted and approved the Peregrine Pharmaceuticals, Inc. 2009 Stock
Incentive Plan (the “2009 Incentive Plan”), which previously had been
approved by the Compensation Committee of the Company’s Board of Directors on
July 9, 2009, subject to stockholder approval. The 2009 Incentive
Plan provides for the grant of incentive stock options, nonqualified stock
options and stock grant awards (collectively, “Awards”) to employees, officers,
non-employee directors and consultants of the Company. The Company’s
Compensation Committee has the authority to determine the type of Award as well
as the amount, terms and conditions of each Award under the 2009 Incentive Plan,
subject to the limitations and other provisions of the 2009 Incentive
Plan.
The
purpose of the 2009 Incentive Plan is to help the Company:
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·
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Attract,
retain, motivate and reward officers, employees, directors, consultants
and other service providers of the
Company;
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Provide
equitable and competitive compensation
opportunities;
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·
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Recognize
individual contributions and reward achievement of our goals;
and
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·
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Promote
the creation of long-term value for stockholders by closely aligning
the interests of participants with the interests of
stockholders.
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A total
of 3,000,000 shares of the Company’s common stock are authorized for the
granting of Awards under the 2009 Incentive Plan (after giving effect to the
Company’s 1-for-5 reverse stock split effective October 19,
2009). The number of shares available for Awards, as well as the
terms of outstanding Awards are subject to adjustment as provided in the 2009
Incentive Plan for stock splits, stock dividends, recapitalizations and other
similar events.
Awards
may be granted under the 2009 Incentive Plan until October 22, 2019 or until all
shares available for Awards under the 2009 Incentive Plan have been purchased or
acquired.
This
summary of the 2009 Incentive Plan is qualified in its entirety by reference to
the full text of the 2009 Incentive Plan, a copy of which is attached as Exhibit
A to the Company’s Definitive Proxy for its 2009 Annual Stockholders Meeting
filed with the Securities and Exchange Commission on August 28, 2009 and
incorporated herein by this reference. In addition, a more detailed
summary of the 2009 Incentive Plan can be found in such Definitive Proxy
Statement, which is incorporated herein by this reference. A copy of
the form of Incentive Stock Option Award Agreement under the 2009 Incentive
Plan
is attached
hereto as Exhibit 4.14 and incorporated herein by this reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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4.14
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Form
of Incentive Stock Option Award Agreement under the Peregrine
Pharmaceuticals, Inc. 2009 Stock Incentive Plan
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4.15
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Form
of Non-Qualified Stock Option Award Agreement under the Peregrine
Pharmaceuticals, Inc. 2009 Stock Incentive
Plan
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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.
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PEREGRINE
PHARMACEUTICALS, INC.
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Date:
October 27, 2009
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By:
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/s/ Paul
J. Lytle
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Paul
J. Lytle
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Chief
Financial Officer and
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Corporate
Secretary
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4.14
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Form
of Incentive Stock Option Award Agreement under the Peregrine
Pharmaceuticals, Inc. 2009 Stock Incentive Plan
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4.15
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Form
of Non-Qualified Option Award Agreement under the Peregrine
Pharmaceuticals, Inc. 2009 Stock Incentive
Plan
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