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) December 14, 2004
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Pharmion Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50447 84-1521333
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2525 28th Street, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 720-564-9100
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On December 14, 2004, Erle T. Mast, our Chief Financial Officer,
Judith A. Hemberger, our Chief Operating Officer and a member of our
Board of Directors, and Gillian C. Ivers-Read, our Vice President
Clinical Development and Regulatory Affairs, adopted pre-arranged
stock trading plans in accordance with guidelines specified under Rule
10b5-1 of the Securities Exchange Act of 1934 and our insider trading
policy.
The plans allow for sales of up to 27,500 shares of our common stock
held by Mr. Mast, 71,995 shares of our common stock held by Ms.
Hemberger and 15,202 shares of our common stock held by Ms. Ivers-Read
in a systematic manner during a period commencing in February 2005 and
ending in December 2005 and subject to our common stock trading above
certain pre-arranged minimum prices. A portion of the shares to be
sold under these plans will be issued pursuant to the exercise of
existing stock options held by the executives.
Sales made pursuant to these plans will be disclosed publicly through
Form 4 and Form 144 filings with the Securities and Exchange
Commission.
These plans will permit certain of our executive officers to sell a
portion of their holdings in our common stock over time as part of
their respective long-term strategies for asset diversification and
tax planning.
Rule 10b5-1 allows corporate officers to establish prearranged written
plans to buy or sell a specified number of shares of company stock
over a set period of time. A plan must be adopted in good faith at a
time when the corporate officer does not possess material nonpublic
information about the company. Once a plan is established, the
executive does not retain any discretion over the subsequent sales of
the shares.
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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.
PHARMION CORPORATION
Date: December 14, 2004 By: /s/ Erle T. Mast
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Erle T. Mast
Chief Financial Officer
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