UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2011 (January 19, 2011)
ALEXZA PHARMACEUTICALS, INC.
| Delaware | 000-51820 | 77-0567768 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| Alexza Pharmaceuticals, Inc. | ||
| 2091 Stierlin Court | 94043 | |
| Mountain View, California | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 944-7000
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)) |
Section 5 — Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On February 24, 2009, the Board of Directors (the “Board”) of Alexza Pharmaceuticals, Inc., a
Delaware corporation (the “Company”) adopted its 2009-2010 Performance Based Incentive Program (the
“Performance Program”) for the Company’s employees, including its executive officers. The
Performance Program is a two-year incentive program that was adopted to motivate and retain the
Company’s employees.
On May 19, 2010, each of Thomas B. King, August J. Moretti, James V. Cassella and Michael J. Simms
(the “Executive Officers”) entered into an RSU Agreement (the “RSU Agreement”) with the Company to
modify certain terms of the Performance Program applicable to the Executive Officers in order to
increase the number of shares available to new hires and non-executive employees under the
Company’s 2005 Equity Incentive Plan, the terms of which were described in the Form 8-K filed by
the Company on May 24, 2010. The RSUs to be awarded under the Performance Program were based on
achieving certain corporate goals and the RSUs to the Executive Officers that were deferred
pursuant to the RSU Agreement were to be awarded upon the Company’s filing of the NDA for AZ-004.
On January 19, 2011, the Company issued restricted stock unit awards (“RSU Awards”) pursuant to the
Performance Program and the RSU Agreements to the Executive Officers. The following chart sets
forth the RSU Awards made to the Executive Officers:
| Executive Officer | RSU Awards | |||
Thomas B. King |
91,135 | |||
President and Chief Executive Officer |
||||
James V. Cassella, Ph.D. |
45,582 | |||
Senior Vice President, Research and Development |
||||
August J. Moretti |
45,582 | |||
Senior Vice President, Chief Financial Officer, General
Counsel and Secretary |
||||
Michael J. Simms |
45,582 | |||
Senior Vice President, Operations and Quality |
||||
Under the terms of the RSU Agreements, the restricted stock units for the Executive Officers under
the Performance Program will vest on the date the U.S. Food and Drug Administration approves the
New Drug Application for the Company’s AZ-004 (Staccato® loxapine) product
candidate, if ever. The foregoing summary of the Performance Program and the RSU Agreements is
qualified in its entirety by reference to the Performance Program as filed as Exhibit 10.45 to the
Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the
“SEC”) on June 26, 2009 and the form of RSU Agreement filed as Exhibit 10.6 to the Company’s
Quarterly Report on Form 10-Q/A for the three-month period ending June 30, 2010 filed with the SEC
on July 28, 2010.
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.
| Alexza Pharmaceuticals, Inc. |
||||
| Date: January 21, 2011 | By: | /s/ Thomas B. King | ||
| Thomas B. King | ||||
| President and Chief Executive Officer | ||||