--------------------------------------------------------------------------------
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): SEPTEMBER 22, 2004
--------------------------------------------------------------------------------
HYBRIDON, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-31918 04-3072298
(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
345 VASSAR STREET,
CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
(617) 679-5500
Registrant's telephone number, including area code:
N/A
(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 (see General Instruction A.2. below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with the election of Alison Taunton-Rigby to the Board of
Directors of Hybridon, Inc. (the "Company"), which is described under Item 5.02
of this Current Report on Form 8-K, the Company granted to Dr. Taunton-Rigby
options to purchase 25,000 shares of its common stock on September 22, 2004. The
options have an exercise price per share equal to $0.57 per share and vest on
September 22, 2005. The vesting of the options will be automatically accelerated
upon the occurrence of a change in control of the Company, as defined in the
Company's 1995 Director Stock Option Plan.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) On September 22, 2004, the Company elected Alison Taunton-Rigby, Ph.D.,
O.B.E. to the Company's Board of Directors as a Class III director. Her term
will expire at the Company's 2007 Annual Meeting of Stockholders. The Company's
Board of Directors has not determined to which committees of the Company's Board
of Directors, if any, Dr. Taunton-Rigby will be named.
SIGNATURE
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.
HYBRIDON, INC.
Date: September 27, 2004 By: /s/ Robert G. Andersen
------------------------------
Robert G. Andersen
Chief Financial Officer