form8k12312007.htm
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 31,
2007
Progenics
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-23143
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13-3379479
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|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
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777
Old Saw Mill River Road, Tarrytown, New York
|
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10591
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(Address
of principal executive offices)
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(Zip
Code)
|
|
Registrant's
telephone number, including area code (914) 789-2800
|
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
240.14d-2(b))
o
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.
On
December 31, 2007, Progenics Pharmaceuticals, Inc. (the “Company”) executed an
employment contract with Paul J. Maddon M.D., Ph.D., under which he will
continue to serve as its Chief Executive Officer and Chief Science Officer,
effective July 1, 2007 (the “2007 Agreement”). The 2007 Agreement is for a term
of one year commencing on July 1, 2007 and will be automatically renewed for
additional one-year periods each July 1, beginning July 1, 2008, provided Dr.
Maddon is not in material default on that date and each succeeding July 1 and
unless either the Company or Dr. Maddon gives written notice to the other,
within 90 days prior to termination of the then-current term, of its intention
not to renew. Dr. Maddon’s base salary of $600,000 through December 31, 2007
will be increased cumulatively for each calendar year beginning on January
1,
2008 by 3% (or such higher percentage as determined by the Company’s Board of
Directors (the “Board”) in its sole discretion). In addition, Dr. Maddon is
entitled to receive an annual bonus payment, as determined by the Board, in
accordance with an annual bonus plan that uses target bonuses, and a grant
of
equity-based compensation, in the form of stock options and/or restricted stock,
as proposed by the Board and agreed to by Dr. Maddon. The 2007 Agreement
contains covenants not to compete and not to disclose confidential information,
as defined, and provisions for (a) the acceleration of vesting of equity-based
compensation upon a change in control, as defined, and (b) cash payments and
vesting of equity-based compensation upon termination.
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.
PROGENICS
PHARMACEUTICALS, INC.
By: /s/
ROBERT A.
MCKINNEY
Chief
Financial Officer, Senior Vice President,
Finance
&
Operations and Treasurer
Date:
January 7, 2008