-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNuaRcPmJdnQc7DNQODGmRtUMK60+SAxjB6kn1xi7iJINkZdomewFctzj5/JVU+f y4W9E0JG1NJvLRohUIRd1g== 0001104659-08-029117.txt : 20080501 0001104659-08-029117.hdr.sgml : 20080501 20080501170031 ACCESSION NUMBER: 0001104659-08-029117 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 EFFECTIVENESS DATE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED THERAPEUTICS CORP CENTRAL INDEX KEY: 0001082554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521984749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26301 FILM NUMBER: 08795462 BUSINESS ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3016089292 MAIL ADDRESS: STREET 1: 1110 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 DEFA14A 1 a08-13185_18k.htm DEFA14A

 

 

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):  May 1, 2008

 

United Therapeutics Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-26301

 

52-1984749

(State or Other

Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

1110 Spring Street

 

 

Silver Spring, MD

 

20910

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(301) 608-9292

 

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))

 

 

 



 

Item 8.01  Other Events

 

On May 1, 2008, United Therapeutics Corporation issued a press release discussing the results of its Annual Meeting and the adjournment of its Annual Meeting to be reconvened on May 29, 2008, to consider the approval of the Amended and Restated 2008 United Therapeutics Corporation Equity Incentive Plan.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.  Exhibits

 

This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

d)  Exhibits

 

 

 

 

 

Exhibit No.

Description of Exhibit

 

 

 

 

99.1

Press release dated May 1, 2008

 



 

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.

 

 

UNITED THERAPEUTICS CORPORATION

 

 

 

 

 

 

Dated: May 1, 2008

By:

/s/ Paul A. Mahon

 

 

Name:

Paul A. Mahon

 

 

Title:

General Counsel

 



 

Exhibit Index

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press release dated May 1, 2008

 


 

EX-99.1 2 a08-13185_1ex99d1.htm EX-99.1

Exhibit 99.1

 

For Immediate Release

For Further Information Contact:

Andrew Fisher at (202) 483-7000

Email: Afisher@unither.com

 

 

UNITED THERAPEUTICS ANNOUNCES THE RESULTS OF ITS

2008 ANNUAL MEETING OF SHAREHOLDERS

 

Annual Meeting of Shareholders to be Reconvened on May 29, 2008

 

Silver Spring, MD, May 1, 2008:  United Therapeutics Corporation (NASDAQ: UTHR) (the Company) held its annual meeting of shareholders (the Annual Meeting) on April 29, 2008.  The Company’s shareholders voted to approve the election of Raymond Dwek, Roger Jeffs and Christopher Patusky as Class III directors with terms expiring in 2011.  The Company’s shareholders also voted to approve the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2008.

 

Following these votes, the Annual Meeting was adjourned and will be reconvened on May 29, 2008 to consider one remaining item of business: the adoption of the 2008 United Therapeutics Corporation Equity Incentive Plan (the 2008 Plan).  The meeting was adjourned in order to allow shareholders time to consider a proposed amendment to the 2008 Plan (as so amended and restated, the Amended 2008 Plan).

 

The amendments reflected in the Amended 2008 Plan as compared with the original plan are summarized as follows:

 

Amendments Proposed

 

Under the Amended 2008 Plan

 

Under the Original 2008 Plan

 

 

 

 

 

Shares of common stock reserved for grants

 

1,500,000

 

7,000,000

 

 

 

 

 

Final date for granting awards

 

December 31, 2011

 

10 years after shareholder approval

 

 

 

 

 

The ability to buy back awards or exchange them for other consideration

 

Requires shareholder approval

 

Allowed

 

 

 

 

 

The ability to lower the exercise price of any stock option (other than in connection with a change in our
capitalization)

 

Requires shareholder approval

 

Allowed

 

 

 

 

 

Vesting of restricted stock — non performance based
grants

 

At least three years vesting period

 

Vesting period is discretionary

 

 

 

 

 

Vesting of restricted stock —performance based grants

 

At least one year vesting period

 

Vesting period is discretionary

 



 

The Amended Plan request represents 3.57% of the Company’s fully diluted voting shares.

 

The decision to adjourn the Annual Meeting and consider the Amended 2008 Plan at the reconvened Annual Meeting was made after the Company reported that a preliminary tally of the votes for the 2008 Plan indicated that the plan as originally proposed would not receive sufficient votes to be approved.

 

The reconvened Annual Meeting will be held at the Company’s headquarters, 1110 Spring Street, Silver Spring, Maryland 20910, at 9:00 a.m. Eastern Time for the following purposes:

 

 

1.

Approval of the Amended 2008 Plan; and

 

 

 

 

2.

To consider and act upon such other business as may properly come before the reconvened Annual Meeting.

 

Only holders of record of the Company’s common stock at the close of business on March 7, 2008, the original record date, remain entitled to vote at the reconvened Annual Meeting.

 

The Company also announces that it filed with the Securities and Exchange Commission (SEC) today an amendment to its Proxy Statement filed with the SEC on March 7, 2008.  The Company will mail the amendment and related information and proxy card to its shareholders of record as of March 7, 2008, on or about May 2, 2008.  Shareholders are urged to read the amendment and other relevant documents because they relate to the approval of the Amended 2008 Plan.

 

United Therapeutics Corporation is a biotechnology company focused on the development and commercialization of unique products to address the unmet medical needs of patients with chronic and life-threatening cardiovascular and infectious diseases and cancer.

 

***

 


 

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