8-K 1 a10-10734_18k.htm 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

 

May 24, 2010

Date of Report (Date of earliest event reported)

 

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-23272

 

87-0439579

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

550 Hills Drive, 3rd Floor

Bedminster, NJ 07921

(Address of principal executive offices)

 

(908) 450-5300

(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:

 

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

 

(e)           Approval of NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan

 

On May 19, 2010, NPS Pharmaceuticals, Inc. (“NPS” or the “Company”) held its Annual Meeting of Stockholders.   At the annual meeting, the stockholders of NPS approved the Company’s 2010 Employee Stock Purchase Plan (the “ESPP”).  The ESPP provides eligible employees of NPS and its participating subsidiaries with the opportunity to purchase shares of NPS common stock, at a purchase price equal to 85% of the lower of (1) the fair market value of the common stock on the first day of the offering period and (2) the fair market value of the common stock on the purchase date at the end of the offering period.

 

The offering periods of the ESPP are set at six months, with the initial period beginning on April 1, 2010.  Employees may generally contribute to the ESPP up to 15% of their eligible compensation through payroll deductions.  In any single year, however, no employee may purchase more than $25,000 of common stock (based on the fair market value of the shares determined as of the first business day of each offering period).  500,000 shares of the Company’s common stock have been reserved for issuance pursuant to the ESPP.  The ESPP became effective on February 12, 2010 upon adoption by the Compensation Committee of the Company’s Board of Directors, subject to stockholder approval.  The ESPP expires on February 12, 2020, unless earlier terminated by the Company’s Board of Directors.

 

The foregoing description of the material terms of the ESPP is qualified in its entirety by reference to the ESPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  A more detailed summary of the plan can be found in the Company’s Proxy Statement for its 2010 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 6, 2010.

 

ITEM 5.07.  Submission of Matters to a Vote of Security Holders.

 

As noted above, on May 19, 2010, NPS Pharmaceuticals, Inc. held its Annual Meeting of Stockholders.  The following is a summary of the matters voted on at the meeting:

 

a)

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Michael W. Bonney, B.A.

 

29,391,784

 

206,440

 

6,099,001

Colin Broom, M.D.

 

29,377,078

 

221,146

 

6,099,001

James G. Groninger, M.B.A.

 

29,347,679

 

250,545

 

6,099,001

Donald E. Kuhla, Ph.D.

 

29,359,083

 

239,141

 

6,099,001

Francois Nader, M.D., M.B.A.

 

29,347,480

 

250,744

 

6,099,001

Rachel R. Selisker, CPA

 

29,375,321

 

222,903

 

6,099,001

Peter G. Tombros, M.S., M.B.A.

 

29,360,340

 

237,884

 

6,099,001

 

b)             The NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan was approved by the following stockholder vote:

 

Votes For:  29,174,893

 

Votes Against:  159,115

 

Abstentions:  264,216

 

Broker Non-Votes:  6,099,001

 

c)              The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified by the following stockholder vote:

 

Votes For: 35,326,216

 

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Votes Against: 331,166

 

Abstentions: 39,843

 

There were no broker non-votes for this item.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)               Exhibits

 

The following exhibits are filed with this Report on Form 8-K:

 

Exhibit

 

 

 

 

 

10.1

 

NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan

 

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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.

 

Date:  May 24, 2010

NPS PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ EDWARD STRATEMEIER

 

 

Edward Stratemeier

 

 

Senior Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.1

 

NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan

 

5