-----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, ND5BF5Mbp82kE8El/A5tMBqwrk96BFhA+N8LanWWA+XrNn869ulHG9GLw5ge2dor bV6VkcdyHXQOyM4a6w+odw== 0001104659-06-018596.txt : 20060322 0001104659-06-018596.hdr.sgml : 20060322 20060322161232 ACCESSION NUMBER: 0001104659-06-018596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060320 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19612 FILM NUMBER: 06703900 BUSINESS ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-638-5078 MAIL ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: IMCLONE SYSTEMS INC/DE DATE OF NAME CHANGE: 19940211 8-K 1 a06-7255_38k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): March 20, 2006

 

IMCLONE SYSTEMS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware 

 

0-19612 

 

04-2834797 

(State or other jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

180 Varick Street

 New York, New York 10014

(Address of principal executive offices) (Zip Code)

 

(212) 645-1405

(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):

 

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 1.01. Entry into a Material Definitive Agreement

 

On March 20, 2006, the Compensation Committee (the “Committee”) of the Board of Directors of ImClone Systems Incorporated (the “Company”) approved the performance criteria that will be used to determine executive officer cash bonus awards under the Company’s Annual Incentive Plan for the fiscal year ending December 31, 2006 (“Fiscal Year 2006”). The Fiscal Year 2006 performance criteria, subject to the maximum specified in the next sentence, are revenues, earnings, achievement of specific product-related targets based on position and a discretionary factor. The maximum permitted bonuses under the Annual Incentive Plan for Fiscal Year 2006 pursuant to the requirements of Internal Revenue Code Section 162(m) are determined based on operating income. Maximum bonuses for the Interim Chief Executive Officer and the next four most highly paid executives shall be allocated from a pool equal to 2% of the Company’s 2006 operating income, with the maximum bonuses equal to 40%, 25%, 15%, 10% and 10% of that bonus pool, respectively. Actual bonuses will be determined by the Committee based on satisfaction of the performance criteria.

 

A copy of the Annual Incentive Plan was filed as an appendix to the Company’s Proxy Statement for its 2003 Annual Meeting of Shareholders, filed August 21, 2003, and is incorporated by reference herein.

 

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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.

 

 

 

IMCLONE SYSTEMS INCORPORATED

 

(Registrant)

 

 

 

 

 

By:

 /s/  Erik D. Ramanathan

 

Dated: March 22, 2006

 

          Erik D. Ramanathan

 

 

          Vice President, General Counsel

 

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