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
26, 2005
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Georgia |
0-31261 |
58-2108232 |
|
(State
or other jurisdiction |
(Commission |
(I.R.S.
Employer |
|
of
incorporation) |
File
Number) |
Identification
Number) |
8995
Westside Parkway
Alpharetta,
GA 30004
(Address
of principal executive offices)
Registrant's
telephone number, including area code (678)
336-2500
_________________
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 April
27, 2005, the board of directors of AtheroGenics, Inc. adopted new terms of
compensation for their non-employee directors as described below. The new
compensation arrangements became effective April 27, 2005.
Annual
Retainer, Committee Service and Expenses
Each of
AtheroGenics’ non-employee directors will receive an annual retainer of $30,000
payable in equal quarterly installments. In addition, non-employee directors
will receive, as applicable, $5,000 for each committee membership unless serving
as chairman of a committee, $10,000 for the chairman of the compensation
committee, $10,000 for the chairman of the corporate governance and nominating
committee, $15,000 for the chairman of the audit committee and $40,000 for the
chairman of the board of directors. We also reimburse all of our directors for
ordinary and necessary travel expense to attend the board and committee
meetings.
Option
Grants
Upon
initial election to the board of directors, each non-employee director is
granted a non-qualified stock option to acquire up to 24,000 shares of our
common stock. The exercise price is equal to the fair market value of our common
stock on the date of grant and the options vest one-third at the time of
election and one-third on each of the first and second anniversaries of
election. The chairman and other non-employee directors also receive annually
36,000 and 16,000 non-qualified stock options, respectively. The exercise price
is equal to the fair market value of our common stock on the date of grant and
the options vest monthly over one year.
Additionally,
on April 26, 2005, the compensation committee of the board of directors
ratified, in accordance with the terms of the employment agreements with each of
AtheroGenics’ executive officers, the target cash incentive compensation for
2005 for each executive officer as follows: $140,108 for Dr. Medford, $79,470
for Mr. Colonnese, $80,288 for Dr. Scott, $79,498 for Dr. Wasserman and $65,000
for Dr. Montgomery. The achievement of milestones in AtheroGenics’
preclinical and clinical development programs and other business and financing
activities were established as the goals upon which the amount of cash incentive
compensation paid to the executive officers for 2005 would be
determined.
SIGNATURES
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.
| |
|
ATHEROGENICS,
INC. |
| |
|
|
|
Date:
April 29, 2005 |
|
/s/MARK
P. COLONNESE |
| |
|
Mark
P. Colonnese |
| |
|
Senior
Vice President of Finance and |
| |
|
Administration
and Chief Financial Officer |
____________________