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:  December 16, 2011
(Date of earliest event reported)
 
NOVELOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-119366
 
04-3321804
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
One Gateway Center, Suite 504
Newton, MA  02458
(Address of principal executive offices)
 
(617) 244-1616
(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):
 
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
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
On December 16, 2011, the Company’s board of directors granted options to purchase a total of 1,460,100 shares of the Company’s common stock under the 2006 Stock Incentive Plan to directors, officers, employees and consultants of the Company, including the following grants to the Company’s Named Executive Officers:
 
·    
An option granted to Harry S. Palmin to purchase 335,100 shares of common stock at an exercise price of $0.45 per share, which option will vest in equal quarterly installments over a four-year period; and

·    
An option granted to Christopher J. Pazoles to purchase 100,000 shares of common stock at an exercise price of $0.45 per share, which option will vest in equal quarterly installments over a three-year period.

On December 16, 2011, the Company’s board of directors also approved an increase to Mr. Palmin’s base salary from $270,000 to $275,400 and an increase to Dr. Pazoles’ base salary from $250,000 to $255,000.  The salary increases will become effective January 1, 2012.
 
 
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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.
 
Dated:  December 20, 2011
NOVELOS THERAPEUTICS, INC.
     
     
 
By:
/s/  Harry S. Palmin
   
Name:  Harry S. Palmin
   
Title:  President and Chief Executive Officer
 
 
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