Panacos Pharmaceuticals 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2007
Panacos Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
134 Coolidge Avenue
Watertown, Massachusetts 02472
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (617) 926-1551
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):
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) On June 12, 2007, the Board of Directors of Panacos Pharmaceuticals, Inc. (Panacos or the Company) approved the cancellation and re-grant of certain options made to officers, employees and directors of the Company previously disclosed as granted on January 24, 2006. The Board took this action because administrative delays occurred in the granting of these options which erroneously resulted in exercise prices below fair market value. This might have caused these individuals to have tax liability under Section 409A of the Internal Revenue Code of 1986, as amended. The replacement options, which have been granted with exercise prices above the Companys current fair market value, contain identical exercise prices, expiration dates and vesting schedules as the cancelled options. As a result, the cancellation and re-grant will have no effect on stock compensation expenses reported in the Companys financial statements.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
(a) On June 12, 2007, at the Annual Meeting of Stockholders, the stockholders of Panacos approved an amendment to the Companys Restated Certificate of Incorporation, as amended, to decrease the Companys authorized common stock from 550,000,000 shares to 150,000,000 shares. The amendment to the Companys Restated Certificate of Incorporation, as amended, is effective on June 14, 2007 at 5:00 pm. Panacos anticipates that this reduction will lower the franchise tax that it is required to pay to the State of Delaware while providing sufficient authorized capitalization to meet the Companys needs.
ITEM 8.01 OTHER EVENTS
The Board instated a new Statement of Policy with respect to Equity Award Approvals. A copy of the Statement of Policy with respect to Equity Award Approvals is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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.