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| LXRX > SEC Filings for LXRX > Form 8-K on 28-Apr-2009 | All Recent SEC Filings |
28-Apr-2009
Entry into a Material Definitive Agreement, Results of Operation
On April 23, 2009, our stockholders approved an amendment and restatement of our 2000 Equity Incentive Plan that (a) extends the term of the plan until February 26, 2019, the day before the tenth anniversary of the date the amended and restated plan was adopted by our board of directors, (b) eliminates the "evergreen share reserve" provisions of the existing plan under which the number of reserved shares increases on an annual basis in accordance with a pre-set formula (subject to the ability of our board of directors to provide for lesser increases and an overall cap of 30,000,000 shares), and instead reserves a fixed number of 35,000,000 shares, (c) expands the types of potential awards under the plan to include phantom stock awards and stock appreciation rights, and (d) renames the plan the Equity Incentive Plan.
On April 23, 2009, our stockholders also approved an amendment and restatement
of our 2000 Non-Employee Directors' Stock Option Plan that (a) extends the term
of the plan until February 26, 2019, the day before the tenth anniversary of the
date the amended and restated plan was adopted by our board of directors, (b)
eliminates the "evergreen share reserve" provisions of the existing plan under
which the number of reserved shares increases on an annual basis in accordance
with a pre-set formula (subject to the ability of our board of directors to
provide for lesser increases), and instead reserves a fixed number of 1,200,000
shares, (c) increases the number of shares underlying the annual option grant to
the non-employee chairman of our board of directors from 10,000 shares to 20,000
shares (bringing within the plan our historical practice, previously effected by
making grants of options for the additional 10,000 shares to the non-employee
chairman of our board of directors under our 2000 Equity Incentive Plan), and
(d) renames the plan the Non-Employee Directors' Stock Option Plan.
Copies of the Equity Incentive Plan and Non-Employee Directors' Stock Option Plan, as amended and restated, are attached to this current report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. A summary of the compensation of our non-employee directors reflecting such amendments is attached to this current report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.
On April 28, 2009, we issued a press release to report our financial results for the quarter ended March 31, 2009. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
(d) Exhibits
Exhibit No. Description
10.1 - Equity Incentive Plan
10.2 - Non-Employee Directors' Stock Option Plan
10.3 - Summary of Non-Employee Director Compensation
99.1 - Press Release of Lexicon Pharmaceuticals, Inc.
dated April 28, 2009
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