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): December 8, 2009
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
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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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(b) On
December 8, 2009, Michael A. Brown, a member of our board of directors, decided
to retire from the board of directors due to personal reasons. His
resignation was effective as of December 8, 2009.
(d) On
December 8, 2009, Dennis L. Winger was appointed to the board of directors of
Nektar Therapeutics, a Delaware corporation (the “Company”), as a Class
I Director whose initial term will end at our 2011 Annual Meeting of
Stockholders. Our board has determined that Mr. Winger is an independent
director as that term is defined by the Securities and Exchange Commission and
the Nasdaq Stock Market, Inc. The board has not yet determined on which board
committees Mr. Winger will serve.
Mr. Winger,
age 62, was Senior Vice President and Chief Financial Officer of Applera
Corporation, a life sciences company, from 1997 through December 2008. From
1989 to 1997, Mr. Winger served as Senior Vice President, Finance and
Administration, and Chief Financial Officer of Chiron Corporation. From 1982 to
1989, Mr. Winger was with The Cooper Companies, Inc., where he held
positions of increasing responsibility, including that of Chief Financial
Officer. Mr. Winger currently serves on the board of directors of
Cephalon, Inc. and Vertex Pharmaceuticals Incorporated, which are both
pharmaceutical companies, and Accuray Incorporated, a radiosurgery company. Mr.
Winger recently served on the board of directors of Cell Genesys, Inc. until its
merger with BioSante Pharmaceuticals in October 2009. Mr. Winger received a
B.A. from Siena College and an M.B.A. from the Columbia University Graduate
School of Business.
There are
no arrangements or understandings between Mr. Winger and any other persons
pursuant to which he was selected as a director. There are no current or
proposed transactions between the Company and Mr. Winger or his immediate family
members that would require disclosure under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission.
Mr.
Winger will participate in the Company’s Amended and Restated Compensation Plan
for Non-Employee Directors (the “Plan”). On September
15, 2009, our board of directors amended the Plan effective January 1, 2010, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report and
incorporated herein by reference. Our non-employee directors are eligible to
participate in the Plan. The summary of the Plan set forth below is qualified in
its entirety by reference to the Plan filed as Exhibit 10.1 to this
report.
Under the
Plan, each non-employee director is eligible to receive an annual retainer of
$25,000 for serving on the board of directors, an annual retainer of $25,000 for
serving as the chair or lead director of the board of directors, an annual
retainer of $20,000 for serving as the chair of the audit committee, an annual
retainer of $15,000 for serving as the chair of the compensation committee, an
annual retainer of $10,000 for serving as the chair of the nominating and
corporate governance committee, and an annual retainer of $5,000 for serving as
the chair of any other committee established by the board of directors. In
addition, each non-employee director is entitled to $2,000 for each board
meeting he or she attends and $1,000 for each in-person board meeting he or she
attends by telephone. Each non-employee director is also entitled to $1,500 for
each committee meeting he or she attends and $750 for each in-person committee
meeting he or she attends by telephone.
In
September of each year, each non-employee director is eligible to be awarded
equity compensation consisting of either all stock options or a combination of
stock options and restricted stock units. These equity awards vest over a period
of one year and will have a total value determined annually by the board of
directors. Upon initial appointment to the board of directors, each non-employee
director is eligible to receive an equity award consisting of either all stock
options or a combination of stock options and restricted stock units. Initial
appointment equity awards vest over a period of three years from the date of
appointment and will be at a level based on 150% of the annual equity awards.
The exercise price of stock options granted is equal to 100% of the fair market
value of the Company’s common stock on the grant date. Following completion of a
non-employee director’s service on the board of directors, his or her stock
options will remain exercisable for a period of eighteen months. The term of
stock options granted to non-employee directors is eight years. In the event of
a change of control, the vesting of each option or restricted stock unit award
held by each non-employee director will accelerate in full as of the closing of
such transaction. The Plan includes non-binding ownership guidelines for
non-employee directors, stating that each non-employee director should own at
least 9,000 shares of the Company’s common stock within five years of adoption
of the guidelines or first appointment to the board.
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Item
7.01.
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Regulation FD
Disclosure
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On
December 14, 2009, the Company issued a press release announcing the appointment
of Mr. Winger to the board of directors, a copy of which is furnished herewith
as Exhibit 99.1 to this Current Report. The information in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, nor shall such information be deemed to be incorporated by reference in
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as otherwise stated in such
filing.
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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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Exhibit
No.
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Description
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10.1
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Amended
and Restated Compensation Plan for Non-Employee
Directors.
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99.1
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Press
release issued by Nektar Therapeutics on December 14, 2009 entitled
“Dennis Winger Joins Nektar Therapeutics’ Board of
Directors.”
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Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
December 14, 2009
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By:
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/s/ Gil M. Labrucherie | |
| Name: Gil M. Labrucherie | |||
| Title: General Counsel and Secretary | |||
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Compensation Plan for Non-Employee
Directors.
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99.1
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Press
release issued by Nektar Therapeutics on December 14, 2009 entitled
“Dennis Winger Joins Nektar Therapeutics’ Board of
Directors.”
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EXHIBIT
10.1
AMENDED
AND RESTATED
COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS
This is
the Compensation Plan (the “Plan”) for Non-Employee Directors (each a
“Non-Employee Director”) of Nektar Therapeutics (the “Company”). This Plan was
approved by the Board of Directors and made effective June 1, 2006 and amended
and restated by Board of Directors and made effective March 1, 2007 and amended
and restated by Board of Directors March 20, 2008 and made effective as of
January 1, 2008 and amended and restated by the Board of Directors September 15,
2009 and made effective as of January 1, 2010. The terms and
conditions of the Plan are described below:
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An
annual retainer of $25,000 for serving on the Board of Directors, payable
in equal quarterly installments;
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An
annual retainer of $25,000 for serving as the Chair or Lead Director of
the Board of Directors, payable in quarterly
installments;
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An
annual retainer of $20,000 for serving as the Chair of the Company’s Audit
Committee, payable in equal quarterly
installments;
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An
annual retainer of $15,000 for serving as Chair of the Company’s
Compensation Committee, payable in equal quarterly
installments;
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An
annual retainer of $10,000 for serving as Chair of the Company’s
Nominating and Corporate Governance Committee, payable in equal quarterly
installments;
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An
annual retainer of $5,000 for serving as Chair of any other committee
established by the Board of Directors, payable in equal quarterly
installments;
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Each
Non-Employee Director shall receive $2,000 for attending each in-person or
telephonic board meeting. Each Non-Employee Director shall
receive $1,000 for each in-person board meeting attended via conference
telephone.
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Each
Non-Employee Director shall receive $1,500 for attending a each in person
or telephonic committee meeting. Each Non-Employee Director
shall receive $750 for each in-person committee meeting attended via
conference telephone.
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Each
Non-Employee Director shall be reimbursed for customary expenses for
attending Board of Director, committee and stockholder
meetings;
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Upon
initial appointment to the Board of Directors, each Non-Employee Director
shall receive equity compensation composed of either (i) stock options at
an exercise price equal to the closing price of the Company’s common stock
as reported by the Nasdaq Global Select Market on the grant date, under
the Company’s equity incentive plan; or (ii) fifty percent (50%) stock
options at an exercise price equal to the closing price of the Company’s
common stock as reported by the Nasdaq Global Select Market on the grant
date and fifty percent (50%) restricted stock unit awards, each under the
Company’s equity incentive plan. This initial appointment equity
compensation award will be based on one hundred and fifty percent (150%)
of the annual equity compensation grant, as determined annually by the
Board of Directors in consultation with its professional advisors. For
purposes of the foregoing, the value of stock options will be determined
based on the Black-Scholes valuation methodology and the value of
restricted stock units will be based on the value of the Company’s common
stock on the grant date;
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In
September of each year, each Non-Employee Director shall receive equity
compensation composed of either (i) stock options at an exercise price
equal to the closing price of the Company’s common stock as reported by
the Nasdaq Global Select Market on the grant date, under the Company’s
equity incentive plan; or (ii) fifty percent (50%) stock options at an
exercise price equal to the closing price of the Company’s common stock as
reported by the Nasdaq Global Select Market on the grant date and fifty
percent (50%) restricted stock unit awards, each under the Company’s
equity incentive plans. This annual equity compensation award will be
based on a review of equity compensation for non-employee directors of
comparable companies as determined annually by the Board of Directors in
consultation with its professional advisors. For purposes of the
foregoing, the value of stock options will be determined based on the
Black-Scholes valuation methodology and the value of restricted stock
units will be based on the value of the Company’s common stock on the
grant date. If any Non-Employee Director is appointed following
the annual grant of equity compensation, he or she will also be entitled
to a pro-rata portion of the most recent annual grant of equity
compensation determined by the Board of Directors;
and
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Non-Employee
Directors are also eligible for discretionary grants of options or
restricted stock units under the Company’s equity incentive
plan.
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Options
granted to a Non-Employee Director for their annual service on the Board of
Directors shall vest monthly over a period of one year. Restricted stock unit
awards granted to a Non-Employee Director for their annual shall vest monthly
over a period of one year. Options granted to a Non-Employee Director
for their initial appointment to the Board of Directors shall vest monthly over
a period of three years. Restricted stock unit awards granted to a Non-Employee
Director for their initial appointment shall vest monthly over a period of three
years. The exercise price of options granted to a Non-Employee Director shall be
equal to 100% of the fair market value of the Company’s common stock on the
grant date. Following completion of a Non-Employee Director’s service on the
Board of Directors, his or her stock options will remain exerciseable for a
period of eighteen months. The term of options granted to a
Non-Employee Director is eight years. In the event of a change of control, the
vesting of each option or restricted stock unit award shall accelerate in full
as of the closing of such transaction.
Ownership
Guidelines
The Board
of Directors of the Company believes that Non-Employee Directors should own and
hold common stock of the Company to further align their interests and actions
with the interests of the Company’s stockholders. Therefore, the Board of
Directors has adopted the following Stock Ownership Guidelines effective January
1, 2010.
Non-Employee
Directors of the Company should own at least 9,000 shares of Nektar’s common
stock. The minimum stock ownership level should be achieved by each
Non-Employee Director within five years of the adoption of these guidelines or
first appointment to the Board. Any change in the value of the stock
(such as a stock split, stock dividend, recapitalization, etc.) will not affect
the amount of stock Non-Employee Directors must hold. Once achieved,
ownership of the guideline amount should be maintained as long as the
Non-Employee Director retains his or her seat on the Board.
Stock
that counts towards satisfaction of these guidelines include:
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Stock
purchased on the open market;
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Stock
obtained through stock option
exercises;
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Restricted
stock units;
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Stock
beneficially owned in a trust, by a spouse and/or minor children;
and
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Other
equity vehicles such as deferred stock units that may be implemented from
time to time.
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These
ownership guidelines are non-binding. There may be rare instances
where these guidelines would place a severe hardship on a Non-Employee
Director. In these cases, the Board will make the final decision as
to developing an alternative stock ownership guideline for a Non-Employee
Director that reflects the intention of these guidelines and his or her personal
circumstances.
EXHIBIT
99.1
| News Release |
Dennis
Winger Joins Nektar Therapeutics’ Board of Directors
San Carlos, Calif., December 14, 2009 --- Nektar Therapeutics
(Nasdaq: NKTR) announced today that Dennis Winger has been appointed to serve on
its board of directors. Winger is a highly-respected
biopharmaceutical industry leader with over 35 years of experience in corporate
management, financial and business strategy.
“Dennis
brings to Nektar extensive industry perspective at an important time in the
company’s evolution,” said Howard W. Robin, President and CEO of Nektar and
member of the Board of Directors. “As we continue to advance our pipeline, the
experience and guidance of leaders like Dennis will be important to Nektar’s
continued success.”
Mr.
Winger, 62, is currently a director of Vertex Pharmaceuticals, Cephalon Inc. and
Accuray Inc. He retired in 2008 from Applera Corporation, a life
sciences company, where he was senior vice president and chief financial
officer. Previously, Mr. Winger was senior vice president of finance,
administration and chief financial officer at Chiron Corporation. Before that,
Mr. Winger held various financial executive leadership roles with divisions of
The Cooper Companies. Mr. Winger has played a significant role in major merger
and acquisition, financing and divestiture transactions and in managing process
and systems growth within accounting, finance and treasury functions. He holds
an MBA from Columbia University Graduate School of Business and he earned his
undergraduate degree from Siena College.
“Nektar’s
broadly-applicable polymer conjugate technology is among the most exciting drug
development platforms in the biopharmaceutical industry,” Winger
said. “I look forward to working with Howard and his executive team
as they advance the company’s strategic business objectives and build the
clinical pipeline.”
Nektar
also announced today that Michael Brown has retired from its Board of Directors
effective December 8, 2009. Mr. Brown was a member of Nektar’s Board
of Directors since 2002. The Board of Directors and the Company wish to
recognize the significant contributions that Mr. Brown has made over the past
seven years.
“I have
enjoyed working with Mike as both a colleague and advisor,” said
Robin. “On behalf of the entire Board and the Company, we extend our
gratitude to Mike for his outstanding contributions to Nektar.”
About
Nektar
Nektar
Therapeutics is a biopharmaceutical company developing novel therapeutics based
on its PEGylation and advanced polymer conjugation technology platforms.
Nektar's technology and drug development expertise have enabled nine approved
products in the U.S. or Europe for leading biopharmaceutical company partners,
including UCB's Cimzia® for Crohn’s disease and rheumatoid arthritis, Roche's
PEGASYS® for hepatitis C and Amgen's Neulasta® for neutropenia. Nektar has
created a robust pipeline of potentially high-value therapeutics to address
unmet medical needs by leveraging and expanding its technology platforms to
improve and enable molecules. Nektar is also currently conducting clinical
and preclinical programs in oncology, pain and other therapeutic areas.
Nektar recently entered into an exclusive worldwide license agreement with
AstraZeneca for its oral NKTR-118 program to treat opioid-induced constipation
and its NKTR-119 program for the treatment of pain without constipation side
effects. NKTR-102, PEGylated irinotecan, is currently being evaluated in
Phase 2 clinical studies for the treatment of ovarian, breast and colorectal
cancers. NKTR-105, PEGylated docetaxel, is currently in a Phase 1 clinical
study in cancer patients with refractory solid tumors.
Nektar is
headquartered in San Carlos, California, with additional R&D operations in
Huntsville, Alabama and Hyderabad, India. Further information about the
company and its drug development programs and capabilities may be found online
at http://www.nektar.com.
Contact:
Jennifer Ruddock, 650-631-4954
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