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): February 20, 2007
ARADIGM CORPORATION
(Exact name of registrant as specified in its charter)
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California
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0-28402
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94-3133088 |
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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.) |
3929 Point Eden Way
Hayward, CA 94545
(Address of principal executive offices including zip code)
Registrants telephone number, including area code (510) 265-9000
(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):
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2007, the Board of Directors (the Board) of Aradigm Corporation
(the Company) approved discretionary bonuses for the Companys executive officers in the
following amounts, based primarily on the executive officers efforts in completing the Companys
follow-on public offering that was consummated on January 30, 2007:
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Officer Name |
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Discretionary Bonus |
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Igor Gonda, Ph.D. |
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50,000 |
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President and Chief Executive Officer |
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Thomas C. Chesterman |
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78,000 |
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Senior Vice President and Chief Financial Officer |
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Babatunde A. Otulana, M.D. |
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78,000 |
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Senior Vice President, Development |
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Also, on February 20, 2007, the Board, upon recommendation of the Compensation
Committee, approved target and maximum bonuses for the Companys executive officers under the
Companys 2007 Executive Bonus Plan. Target and maximum bonuses under the 2007 Executive Bonus
Plan (as a percentage of the executives base salary) are:
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2007 Executive Bonus Plan Payout |
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(% of base salary) |
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Officer Name |
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Target |
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Maximum |
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Igor Gonda, Ph.D. |
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50.0 |
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75.0 |
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President and Chief Executive Officer |
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Thomas C. Chesterman |
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40.0 |
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60.0 |
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Senior Vice President and Chief Financial Officer |
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Babatunde A. Otulana, M.D. |
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40.0 |
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60.0 |
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Senior Vice President, Development and Chief Medical Officer |
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The Board, upon recommendation of the Compensation Committee, also approved performance goals
with respect to bonuses under the 2007 Executive Bonus Plan. In 2007, half of the executives
bonus awards will be earned based on the achievement of specified corporate performance goals,
including meeting various objectives relating generally to the development and progression of
existing product candidates and collaborations, establishing new programs and collaborative
arrangements and managing expense levels. The remaining half of the executives bonus awards will
be earned based on the Companys common stock achieving specified price targets by the end of the
year. If the Companys common stock closes at between $1.19 and $1.42 per share (equal to
approximately 125% and 150% of the offering price in the Companys recently completed follow-on
public offering), each executive officer will earn his target bonus with respect to that portion of
the bonus, and if the Companys common stock closes at or above $1.43 per share (equal to
approximately 150% of the offering price in the Companys recently completed follow-on public
offering), each executive officer will earn 150% of his target bonus with respect to that portion
of the bonus. Actual bonus payments under the 2007 Executive Bonus Plan will be paid at the end of
the year and may be above or below the target bonus levels, at the discretion of the Board.