UNITED STATES
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): April 30, 2008
GTx, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50549
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62-1715807 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| Incorporation) |
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3 N. Dunlap Street
Van Vleet Building
Memphis, Tennessee 38163
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (901) 523-9700
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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 30, 2008, the Board of Directors (the “Board”) of GTx, Inc. (the “Company”), upon the
recommendation of the Nominating and Corporate Governance Committee of the Board, elected Kenneth
S. Robinson, M.D., to the Board effective as of May 1, 2008, to serve as a Class I director with a
term to expire at the Company’s 2011 Annual Meeting of Stockholders and until such time as his
successor is duly elected and qualified, or until his earlier death, resignation or removal. Dr.
Robinson was elected by the Board to fill the vacancy caused by the expiration of the term of
Andrew M. Clarkson at the Company’s 2008 Annual Meeting of Stockholders (the “2008 Annual
Meeting”). Dr. Robinson was also named as a member of the Nominating and Corporate Governance
Committee, effective immediately upon his election to the Board.
Upon his election, Dr. Robinson was granted a nonstatutory stock option to purchase 10,000 shares
of the Company’s Common Stock (the “Initial Grant”) under the GTx, Inc. Amended and Restated 2004
Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”), with an exercise price equal to
the fair market value of the Company’s Common Stock on the date of grant. The shares subject to the
Initial Grant vest in a series of three successive equal annual installments measured from the date
of grant, such that the Initial Grant will be fully vested on the three year anniversary of the
date of grant, subject to Dr. Robinson’s Continuous Service (as defined in the Directors’ Plan).
Notwithstanding the foregoing, the vesting of the Initial Grant may be subject to acceleration
under terms of the Directors’ Plan in connection with certain corporate transactions, including in
connection with a change in control of the Company. As a non-employee director, Dr. Robinson will
also be entitled to receive annual grants (currently comprised of a stock option grant for 8,000
shares of the Company’s Common Stock) under the Directors’ Plan in connection with each annual
meeting of the Company’s stockholders, which such annual grants vest in a series of three
successive equal annual installments measured from the date of grant, subject to acceleration as
set forth above.
Dr. Robinson will also be entitled to receive a retainer paid in quarterly increments based on an
annualized rate of $20,000 a year and $1,500 for each meeting of the Board (and its committees) for
which Dr. Robinson is in attendance, and $750 per telephonic meeting, payable quarterly in arrears.
As a non-employee director, Dr. Robinson will be eligible to defer all or a portion of his fees
under the Company’s Directors’ Deferred Compensation Plan (the “Deferred Plan”). Deferrals under
the Deferred Plan can be made into a cash account, a stock unit account, or a combination of both.
Deferrals into a cash account accrue interest at the prime rate of interest announced from time to
time by a local bank utilized by the Company, and deferrals into a stock account accrue to the
deferring director rights in shares of the Company’s Common Stock equal to the cash compensation
then payable to the director for his or her Board service divided by the then current fair market
value the Company’s Common Stock. Under the Deferred Plan, a non-employee director may elect to
receive a distribution of amounts credited to such cash or stock unit accounts on a date selected
by the director at the time of the election or in connection with his or her retirement or
separation from the Board. Stock unit accounts will be paid out in the form of the Company’s Common
Stock, except that any fractional shares will be paid out in cash valued at the then current market
price of the Company’s Common Stock. Cash accounts and stock unit accounts under the Deferred Plan
are credited with interest or the value of any cash and stock dividends, as applicable.
Non-employee directors are fully vested in any amounts that they elect to defer under the Deferred
Plan.
The Company intends to enter into its standard form of indemnification agreement with Dr. Robinson
(the “Indemnity Agreement”). The Indemnity Agreement provides, among other things, that the Company
will indemnify Dr. Robinson, under the circumstances and to the extent provided for therein, for
certain expenses which he may be required to pay in connection with certain claims to which he may
be made a party by reason of his service to the Company as a director, and otherwise to the fullest
extent under applicable law.
(e) On April 30, 2008, at the 2008 Annual Meeting, the stockholders approved the GTx, Inc. 2004
Equity Incentive Plan (the “2004 Equity Plan”), as amended. On March 6, 2008, the Board approved
certain amendments to the 2004 Equity Plan (the “Plan Amendments”), the effectiveness of which were
subject to stockholder approval, to permit the Company to continue to grant stock options that
satisfy the requirements for deductibility under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”).
The Plan Amendments provide that no employee may be granted stock options and/or stock appreciation
rights under the 2004 Equity Plan covering more than 1,000,000 shares in any calendar year so that,
for purposes of Section 162(m) of the Code, stock options granted (and stock appreciation rights,
if granted) after the 2008 Annual Meeting under the 2004 Equity Plan will be eligible to qualify
for full tax deductibility by the Company under Section 162(m) of the Code. The 2004 Equity Plan,
as amended by the Plan Amendments (the “Amended 2004 Equity Plan”), is otherwise identical to the
2004 Equity Plan in effect prior to the Plan Amendments.
A more detailed summary of the Plan Amendments and the terms of the Amended 2004 Equity Plan is set
forth in the Company’s definitive proxy statement for the 2008 Annual Meeting, filed with the
Securities and Exchange Commission (the “Commission”) on March 12, 2008 (the “Proxy Statement”).
The foregoing summary and the summary in the Proxy Statement do not purport to be complete and are
qualified in their entirety by reference to the full text of the Amended 2004 Equity Plan, which is
filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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10.6
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GTx, Inc. 2004 Equity Incentive Plan, as amended. |