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)
November
5, 2004
AVANT Immunotherapeutics, Inc.
(Exact name of registrant
as specified in charter)
Delaware
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1-15629
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13-3191702
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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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119 Fourth Avenue
Needham, MA 02494-2725
(Address
of principal executive offices) (Zip code)
(781) 433-0771
Registrants
telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
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
1.01. Entry into a Material Definitive Agreement.
On November 5, 2004 the Board of Directors of AVANT
Immunotherapeutics, Inc. (the Company) approved the Restricted Stock Unit
Agreement under the AVANT Immunotherapeutics, Inc. 1999 Stock Option and
Incentive Plan for Una S. Ryan, Ph.D, the Companys President and Chief
Executive Officer (the Restricted Stock Agreement). Under the Restricted Stock Agreement the
Company has granted Ms. Ryan 400,000 Restricted Stock Units. Each such Restricted Stock Unit shall relate
to one share of Common Stock, par value $.001 per share of the Company. The Restricted Stock Units shall vest in four
annual installments of 100,000 Restricted Stock Units beginning on September 23,
2005, provided however that Ms. Ryan is then, and since the Grant date has
continuously been, employed by the Company or its subsidiaries.
Item 9.01. Financial Statements and
Exhibits.
Exhibit 10.1 -
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Form of Restricted Stock Unit Agreement under the
AVANT Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan
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SIGNATURE
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.
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AVANT IMMUNOTHERAPEUTICS, INC.
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Date:
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November 12, 2004
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By:
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/s/ Una S. Ryan
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Name:
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Una S. Ryan, Ph.D
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 10.1 -
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Form of Restricted Stock Unit Agreement under the
AVANT Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan
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Exhibit 99.1
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE AVANT IMMUNOTHERAPEUTICS, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
Name of
Grantee:
No. of Restricted
Stock Units Granted:
Grant Date:
Pursuant to the
AVANT Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan (the Plan)
as amended through the date hereof, AVANT Immunotherapeutics, Inc. (the Company)
hereby grants a deferred stock award consisting of the number of Restricted
Stock Units listed above (an Award) to the Grantee named above. Each Restricted Stock Unit shall relate to
one share of Common Stock, par value $.001 per share (the Stock) of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan.
1. Acceptance
of Award. The Grantee shall have no
rights with respect to this Award unless she shall have accepted this Award
within 90 days of receipt hereof by signing and delivering to the Company a
copy of this Award Agreement. Any
consideration due to the Company on the issuance of the Award has been deemed
to be satisfied by past services rendered by the Grantee to the Company.
2. Restrictions
on Transfer of Award. The Award
shall not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the Grantee, until (i) the Restricted Stock Units have vested as
provided in Section 3 of this Agreement, (ii) the Deferral Period has expired,
and (iii) a certificate has been issued pursuant to Section 6 of this
Agreement.
3. Vesting
of Restricted Stock Units. The
Restricted Stock Units shall vest in accordance with the schedule set forth
below, provided in each case that the Grantee is then, and since the Grant Date
has continuously been, employed by the Company or its Subsidiaries.
Incremental (Aggregate)
Number of
Restricted Stock Units Vested
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Vesting Date
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25%
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25%
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25%
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25%
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The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph
3. Notwithstanding the foregoing, the
Grantee shall become vested in the Restricted Stock Units prior to the Vesting
Date set forth above in the following circumstances:
(a) Immediately
prior to the consummation of a Change of Control, all Restricted Stock Units
that have not previously been forfeited shall immediately vest; provided that
the Grantee is then employed by the Company or its Subsidiaries.
(b) In
the event of the Grantees employment terminates on account of death or
disability, all Restricted Stock Units that have not previously been forfeited
shall immediately vest.
(c) In
the event the Grantees employment is terminated by the Company without Cause,
all Restricted Stock Units that have not previously been forfeited shall
immediately vest. For purposes hereof, Cause
shall have the same meaning as set forth in the Amended and Restated Employment
Agreement between the Company and the Grantee dated August 20, 1998, as amended
from time to time.
4. Forfeiture. In the event the Company terminates the
Grantees employment for Cause or the Grantee terminates her employment on her
own initiative (it being understood that in this context, a termination of
employment on the Grantees own initiative does not include a termination due
to her death or disability), all Restricted Stock Units that have not previously
been forfeited on such date shall be immediately forfeited to the Company.
5. Dividend
Equivalents.
(a) If
on any date the Company shall pay any dividend on shares of Stock of the
Company, the number of Restricted Stock Units credited to the Grantee shall, as
of such date, be increased by an amount determined by the following formula:
W = (X multiplied
by Y) divided by Z, where:
W = the number of
additional Restricted Stock Units to be credited to the Grantee on such
dividend payment date;
X = the aggregate
number of Restricted Stock Units (whether vested or unvested) credited to the
Grantee as of the record date of the dividend;
Y = the cash
dividend per share amount; and
Z = the Fair
Market Value per share of Stock (as determined under the Plan) on the dividend
payment date.
(b)
In the case of a dividend paid on Stock in the form of Stock, including without
limitation a distribution of Stock by reason of a stock dividend, stock split
or otherwise, the number of Restricted Stock Units credited to the Grantee
shall be increased by a number equal to the product of (i) the aggregate number
of Restricted Stock Units that have been awarded to the Grantee through the
related dividend record date, and (ii) the number of shares of Stock (including
any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property
other than shares of Stock or cash, the per share of Stock value of such
dividend shall be determined in good faith by the Board of Directors of the
Company and shall be converted to additional Restricted Stock Units based on
the formula in (a) above. Any additional
Restricted Stock Units shall be subject to the vesting and restrictions of this
Agreement in the same manner and for so long as the Restricted Stock Units
granted pursuant to this Agreement to which they relate remain subject to such
vesting and restrictions, and shall be promptly forfeited to the Company if and
when such Restricted Stock Units are so forfeited.
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6. Receipt
of Shares of Stock.
(a) As
soon as practicable following the date the Grantee terminates employment with
the Company or its Subsidiaries (the Deferral Period), the Company shall
issue to the Grantee a certificate representing the number of shares of Stock
equal to the aggregate number of Restricted Stock Units credited to the Grantee
that have vested pursuant to Section 3 of this Agreement on such date in full
satisfaction of such Restricted Stock Units.
(b) Upon
a Change of Control, the Company shall issue to the Grantee a certificate
representing the number of shares of Stock equal to the aggregate number of
Restricted Stock Units credited to the Grantee on such date (determined after
giving effect to Section 3(a) above) in full satisfaction of such Restricted
Stock Units; provided, however, that in the event the Company is involved in a
transaction in which shares of Stock will be exchanged for cash or other
consideration, the Company shall issue to the Grantee immediately prior to the
consummation of such transaction a certificate representing the number of
shares of Stock equal to the aggregate number of Restricted Stock Units
credited to the Grantee on such date (determined after giving effect to Section
3(a) above).
(c) In
each instance above, the certificate or certificates issued to the Grantee
covering the shares of Stock shall be subject to the payment by the Grantee by
cash or other means acceptable to the Company of any federal, state, local and
other applicable taxes required to be withheld in connection with such issuance
in accordance with Section 9 of this Agreement.
The Grantee understands that once a certificate has been delivered to
the Grantee in respect of the Restricted Stock Units, the Grantee will be free
to sell the shares of Stock evidenced by such certificate, subject to
applicable requirements of federal and state securities laws. Immediately after the issuance of shares of
Stock, this Agreement shall terminate and be of no further force or effect.
7. Incorporation
of Plan. Notwithstanding anything
herein to the contrary, this Agreement shall be subject to and governed by all
the terms and conditions of the Plan, including the powers of the Administrator
set forth in Section 2(b) of the Plan.
Capitalized terms in this Agreement shall have the meaning specified in
the Plan, unless a different meaning is specified herein.
8. Transferability
of this Agreement. This Agreement is
personal to the Grantee, is non-assignable and is not transferable in any
manner, by operation of law or otherwise, other than by will or the laws of
descent and distribution.
9. Tax
Withholding. The Grantee shall, not
later than the date as of which the receipt of this Award becomes a taxable
event for Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. The Grantee may elect to have the required minimum
tax withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued, or (ii) transferring
to the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.
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10. Miscellaneous.
(a) Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Grantee at the address set forth below, or in either case
at such other address as one party may subsequently furnish to the other party
in writing.
(b) This
Agreement does not confer upon the Grantee any rights with respect to
continuation of employment by the Company or any Subsidiary.
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AVANT
IMMUNOTHERAPEUTICS, INC.
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By:
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The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
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Dated:
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Grantees
Signature
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Grantees
name and address:
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