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 6, 2011
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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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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| 4939 Directors Place |
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San Diego, California
(Address of principal executive offices)
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92121
(Zip Code) |
Registrant’s telephone number, including area code: (858) 652-6500
Not applicable.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On April 6, 2011, Jack S. Remington, M.D. informed the Company that he would retire from our
Board of Directors (the “Board”) effective as of the date of the Company’s 2011 annual meeting of
stockholders to be held on May 19, 2011.
(d)
On April 6, 2011, the Board increased the number of authorized directors of the Company to
eight and elected Wendy L. Dixon, Ph.D. to serve as a director. Currently, Dr. Dixon has not been
named to serve on any committees of the Board.
Pursuant to the terms of our automatic grant program for our non-employee directors under our
2004 Stock Incentive Plan, Dr. Dixon was granted an option to purchase 25,000 shares of our common
stock in connection with her election to the Board. The option was issued pursuant to our 2004
Stock Incentive Plan and has an exercise price equal to $28.70 per share, the closing sales price
of our common stock as reported on the Nasdaq Global Select Market for Monday, April 6, 2011. The
option vests in equal monthly installments over three years following the date of grant. The option
is immediately exercisable in whole, but the unvested portion thereof is subject to a right of
repurchase in favor of the Company. The option has a term of ten years beginning from the date of
grant.
In exchange for her service on the Board, Dr. Dixon will also receive annual cash compensation
totaling $20,000. This amount will be paid in equal quarterly installments, the first payment of
which will be pro-rated to reflect her intra-quarter appointment to the Board.
Dr. Dixon and the Company will enter into our standard form of indemnification agreement. We
are not aware of any transaction involving the Company and Dr. Dixon requiring disclosure under
Item 404(a) of Regulation S-K.