-----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, GXEA+Vq/H7FpCe9+2P08GotN+LQmqAM4kaV1YEAlEm3YswPWj5HcaaP4q79FRyvJ YxBDviw92tkpjPRIvCKVqw== 0001193125-07-054172.txt : 20070314 0001193125-07-054172.hdr.sgml : 20070314 20070314101945 ACCESSION NUMBER: 0001193125-07-054172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070308 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 07692430 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 d8k.htm FORM 8-K Form 8-K

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

March 8, 2007

Date of Report (Date of earliest event reported)

 


ANTIGENICS INC.

(Exact name of registrant as specified in its charter)

 


 

DELAWARE   000-29089   06-1562417

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

162 5th Avenue

Suite 900

New York, NY

  10010
(Address of principal executive offices)   (Zip Code)

212-994-8200

(Registrant’s telephone number, including area code)

 


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 8, 2007, the Board of Directors of the Company appointed Brian Corvese to serve as a new member of the Board of Directors, effective immediately. He will serve as a Class I Director, subject to his earlier resignation or removal, until the 2007 annual meeting of the Company’s stockholders, which is expected to be held on June 6, 2007, and the election and qualification of his successor. Mr. Corvese will serve on the Audit and Finance Committee. In addition, effective March 8, 2007, Timothy Wright will serve on the Compensation and Corporate Governance and Nominating Committees and Peter Thornton will serve on the Research and Development Committee.

In accordance with the Company’s Director Compensation Policy (the “Policy”), on March 8, 2007, Mr. Corvese received a grant of a non-qualified stock option to purchase 25,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), in connection with his initial appointment as a director. Also under the Policy, for service as a director, he shall receive an annual cash retainer of $34,000, paid quarterly in arrears as of the last day of each calendar quarter; and an annual grant of a non-qualified stock option to purchase 15,000 shares of Common Stock, which shall generally be made at each annual meeting of the Board of Directors following the Company’s annual meeting of stockholders.

The options described above shall (i) vest annually over three years commencing on the date of grant, subject to continued service on the Board, as applicable; provided that any unvested portion vests automatically on the last day of the term of a director who does not stand for reelection at the end of his term, (ii) have an exercise price equal to the fair market value of the Common Stock as determined in the Company’s 1999 Equity Incentive Plan, as amended, and (iii) contain the terms and conditions set forth in the form of non-qualified stock option agreement previously approved by the Compensation Committee.

The Company’s press release announcing the appointment of Mr. Corvese and providing biographical information is attached hereto as Exhibit 99.1.

Recently appointed Board members, Peter Thornton, Timothy R. Wright, and Brian Corvese will run for re-election at the 2007 annual meeting of the Company’s stockholders.

Noubar Afeyan, Frank V. AtLee III, and Pramod Srivastava will retire from the Board of Directors at the end of their current terms. Each of Noubar Afeyan, Frank V. AtLee III, and Pramod Srivastava will continue to serve as directors through the Company’s 2007 annual meeting of the Company’s stockholders.

 

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report:

 

99.1 Press Release dated March 14, 2007


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.

 

  ANTIGENICS INC.

Date: March 14, 2006

  By:  

/s/ Garo H. Armen

    Garo H. Armen, Ph.D.
    Chairman and Chief Executive Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

      Sunny Uberoi
      Media Relations
      212.994.8206
      suberoi@antigenics.com
      Robert Anstey
      Investor Relations
      800.962.2436
      ir@antigenics.com

Brian Corvese Joins Antigenics’ Board of Directors

NEW YORK – March 14, 2007 – Antigenics Inc. (NASDAQ: AGEN) today announced the appointment of Brian Corvese to its board of directors. Mr. Corvese is currently president and founder of Vencor Capital. He was formerly a partner at Soros Fund Management as well as a partner at Chancellor Capital Management.

“With more than 25 years of financial and investment experience, Brian brings a valuable portfolio of assets to Antigenics as a board member. We look forward to his guidance, having had an impressive track record in creating successful investments across multiple sectors,” said Garo H. Armen, PhD, chairman and CEO of Antigenics. “His comprehensive experience in acquisitions, private equity and portfolio management will be invaluable to us as we meet the challenges of growth in a rapidly transforming industry.”

Mr. Corvese is president and founder of Vencor Capital, a private equity firm with telecommunications and technology investments in the Middle East and Mediterranean regions. Prior to Vencor, Mr. Corvese worked on investments in the US and global equity markets as a managing director and partner at Soros Fund Management, the largest hedge fund in the world at the time. From 1988 to 1996, Mr. Corvese was a partner at Chancellor Capital Management, a $25-billion money management firm. While at Chancellor, Mr. Corvese was a portfolio manager with responsibility for investments made in basic industries, restructurings and special situations, corporate governance investments, as well as founded and managed his own hedge fund. From 1981 to 1988, Mr. Corvese was with Drexel Burnham Lambert as an equity analyst following the chemical and specialty chemical industries and participated in a significant number of merger and acquisition activities. While at Drexel, Mr. Corvese was a member of the top chemical and specialty chemical research team, as ranked by Institutional Investor. Mr. Corvese currently serves on the board of the National Telecommunications Company, based in Cairo, Egypt. Mr. Corvese earned degrees in finance and political science from The University of Rhode Island and attended New York University Graduate School.

About Antigenics

Antigenics (NASDAQ: AGEN) is a biotechnology company working to develop treatments for cancers and infectious diseases. The company’s investigational product portfolio includes Oncophage® (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin™ (L-NDDP), a liposomal, third-


generation platinum chemotherapeutic; AG-707, a therapeutic vaccine for the treatment of genital herpes; and QS-21, an adjuvant being evaluated by Antigenics’ corporate partners in more than twenty indications, several in late-stage clinical trials.

This press release contains forward-looking statements, including statements regarding Mr. Corvese’s anticipated future contributions to the company’s board of directors. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics’ business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics’ business and securities, investors should give careful consideration to these risks and uncertainties. The prior track record of Mr. Corvese does not assure Antigenics’ future success.

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