i8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): March 17, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(804)
565-3000
(Registrant’s
Telephone Number, Including Area Code)
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:
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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Section
5—Corporate Governance and Management
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Item
5.02.
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Departure
of Directors or Principal Officers: Election of Directors, Appointment of
Principal Officers.
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On March
17, 2009 pursuant to the recommendations of the Compensation Committee of the
Company, the Board of Directors of Insmed Incorporated unanimously approved
changes in certain outstanding awards made under the Company’s Amended and
Restated 2000 Stock Incentive Plan. The changes will be effective as
of the consummation of the transaction between the Company and Merck & Co.,
Inc. (“the Merck Closing”), currently anticipated to be March 31,
2009.
The
changes apply to all outstanding restricted stock and restricted stock unit
awards (“Awards”) held by all employees of the Company, including the Company’s
senior management. The Company anticipates that between 3.4 million
and 4.1 million shares will be issued as a result of these changes, depending on
the final closing price of the Company’s common stock on the Merck closing
date. Of those shares, the Company anticipates that between 50% and
60% will be issued to senior management depending on the final closing price of
the Company’s common stock on the Merck closing date.
For all
employees, the portion of the Awards subject to time-based vesting will be fully
vested on the Merck Closing. For members of the Company’s senior
management, including all of the Company’s named executive officers, the Awards
were made under the Form of Award Agreement (Time and performance vesting, for
senior management) as described in the Company’s Form 8-K filed on May 29,
2008. The Awards under these agreements are subject to both time (25%
of the Award) and performance-based (75% of the Award) vesting. The portion of
the Award subject to performance-based vesting shall vest calculated as if the
Performance Cycle was measured on the Merck Closing and applying the
appropriate Distinguished, Target, Threshold or Below Threshold payment level,
as more fully described in the Form of Award Agreement.
The Board
of Directors also approved for each outside director of the Company a grant of
restricted stock (or if sufficient restricted stock is not available, then
restricted stock units). The grant will be shares with a value
totaling $120,000 based on the closing price of the Company’s common stock on
the Merck Closing date. The award will vest six months from the Merck
Closing date.
The Board
of Directors also granted W. McIlwaine Thompson, Jr., Corporate Secretary,
55,000 shares of restricted stock (or if sufficient restricted stock is not
available, then restricted stock units) effective as of the Merck Closing
date, which shares will vest six months from that date.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. 10.2
Description
10.2 Form
of Award Agreement (Restricted Stock and Restricted Stock Units) Pursuant to the
Registrant’s Amended and Restated 2000 Stock Incentive Plan (Time and
performance vesting, for senior management), incorporated by reference from Form
8-K dated May 29, 2008.
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.
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Insmed
Incorporated
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Date: March
19, 2009
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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