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 1934
Date of Report: November 14, 1997
INTERNEURON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-18728 043047911
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(Commission File Number) (IRS Employer Identification No.)
One Ledgemont Center, 99 Hayden Avenue, Lexington, Massachusetts 02173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (617) 861-8444
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Item 5. Other Events
On November 14, 1997, Interneuron Pharmaceuticals, Inc. (the "Company")
filed a registration statement on Form S-8 covering the issuance of up to an
aggregate of 1,750,000 shares (the "Shares") of the Company's Common Stock which
are issuable pursuant to the Company's 1997 Equity Incentive Plan ("Plan"),
including a Reoffer Prospectus relating to the resale of up to 675,000 of such
Shares by executive officers of the Company. The Plan provides for the grant of
Restricted Stock Awards which entitle the plan participants to receive Shares
upon satisfaction of specified vesting periods, in consideration of services
rendered to the Company or such other consideration as the Board of Directors or
the Compensation Committee of the Board may determine. The Shares may be sold by
the plan participants immediately upon vesting of the Shares, which commences in
December 1997 and extends through May 2000 with respect to Shares subject to
outstanding Restricted Stock Awards.
The Plan was authorized for adoption by the Board of Directors in
October 1997 and, pursuant to Board authorization, approved by the Compensation
Committee in November 1997 as part of an integral component of a management and
employee retention program, which also included additional option grants to all
employees, designed to motivate, retain and provide incentive to the Company's
management and other employees, particularly in response to the perceived risk
of attrition of key personnel and employee morale issues resulting after the
withdrawal of Redux and related negative media coverage and legal proceedings.
Restricted Stock Awards to acquire an aggregate of 1,328,704 Shares
have been granted to all employees of the Company in consideration of services
rendered by the employees to the Company. Of these Shares, 675,000 are subject
to awards granted to four executive officers of the Company, 653,704 are subject
to awards granted to other employees, and 421,296 are reserved for future grants
of Restricted Stock Awards to individuals who are not currently executive
officers of the Company. The number of Shares subject to each employee's award
were based primarily on the employee's base compensation.
The Company will incur compensation expense over the vesting period of
the 1,328,704 Shares subject to outstanding Restricted Stock Awards. These
charges are expected to aggregate approximately $15.5 million, of which
approximately $11 million is expected to be incurred in the fiscal year ending
September 30, 1998 and the remainder through the quarter ending June 30, 2000.
The Shares subject to the awards granted to the executive officers vest in
installments aggregating 225,000 per year commencing in January 1998.
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Statements in this Form 8-K that are not descriptions of historical facts are
forward-looking statements that are subject to risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors, including those set forth in the Company's filings under the
Securities Act of 1933 and under the Securities Exchange Act of 1934 under "Risk
Factors" and elsewhere, including, in particular risks relating to Redux,
including litigation risks, uncertainties relating to clinical trials,
regulatory, safety, competition, patent, product liability, manufacturing and
supply risks; significant losses and charges to operations, revenue fluctuations
and risks related to contractual obligations, and other risks.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.8 1997 Equity Incentive Plan and Form of Restricted Stock
Award Agreement thereunder (filed with and incorporated by
reference from the Company's Form S-8 dated November 14,
1997 (File No. 333-40315)).
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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.
INTERNEURON PHARMACEUTICALS INC.
By: /s/ Glenn L. Cooper, M.D.
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Glenn L. Cooper, M.D.
President and Chief Executive Officer
Dated: November 14, 1997
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