NPS Pharmaceuticals 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 18, 2011
Date of Report (Date of earliest event reported)
NPS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
550 Hills Drive, 3rd Floor
Bedminster, NJ 07921
(Address of principal executive offices)
(Registrants telephone number, including area code)
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:
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
(e) Approval of Amendment to NPS Pharmaceuticals, Inc. 2005 Omnibus Incentive Plan
On May 18, 2011, NPS Pharmaceuticals, Inc. (NPS or the Company) held its 2011 annual meeting of stockholders. At the annual meeting, the stockholders of NPS approved an amendment to the Companys 2005 Omnibus Incentive Plan (the Omnibus Plan) to increase by 4,650,000 shares the aggregate number of shares of common stock reserved for issuance under the Omnibus Plan. The other material features of the Omnibus Plan were not affected by the amendment.
The full text of the Omnibus Plan, as amended, is attached hereto as Exhibit 10.1 and incorporated herein by reference. A detailed summary of the material features of the Omnibus Plan can be found in the Companys definitive proxy statement for its 2011 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 15, 2011.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2011, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the Certificate of Amendment) with the Secretary of State of the State of Delaware. The Certificate of Amendment amended the Companys Amended and Restated Certificate of Incorporation by increasing the number of authorized shares of the Companys common stock from 105,000,000 to 175,000,000 shares.
The information contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
As noted above, on May 18, 2011, NPS Pharmaceuticals, Inc. held its 2011 annual meeting of stockholders. The following is a summary of the matters voted on at the meeting:
In light of these voting results, our Board of Directors has decided that the Company will hold an advisory vote on the compensation of the named executive officers every year until the next stockholder vote regarding the frequency of votes on executive compensation.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed with this Report on Form 8-K:
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.