UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (September 22, 2005): September 27, 2005
Momenta Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-50797 |
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04-3561634 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification |
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675 West Kendall Street, Cambridge, MA |
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02142 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(617) 491-9700
(Registrant’s telephone number,
including area code)
(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 September 22, 2005, Momenta Pharmaceuticals, Inc. (the “Company”) entered into an amendment (the “Consulting Agreement Amendment”) to a consulting agreement dated October 4, 2004 with Bennett M. Shapiro, a member of the Company’s board of directors, pursuant to which Mr. Shapiro will provide consulting services relating to the Company’s research and development efforts. The term of the Consulting Agreement Amendment is for one year, commencing on October 4, 2005, and may be renewed for additional one-year terms by mutual agreement of the Company and Mr. Shapiro. As compensation under the Consulting Agreement Amendment, the Company granted Mr. Shapiro nonstatutory stock options (the “Options”) to purchase 4,000 shares of the Company’s Common Stock with an exercise price of $27.38 per share. In addition, Mr. Shapiro will be reimbursed for all reasonable travel and other expenses incurred by Mr. Shapiro in rendering services under the Consulting Agreement Amendment. The Options were issued under the Company’s 2004 Stock Incentive Plan pursuant to the terms and conditions of the Form of Nonstatutory Stock Option Agreement under such Plan. The Options have a three-year duration and vest in 12 equal monthly installments with the first installment vesting one month from the date of grant. The Form of Nonstatutory Stock Option Agreement was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Form of Nonstatutory Stock Option Agreement (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, Commission File No. 0-50797, is incorporated herein by reference).
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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.
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MOMENTA PHARMACEUTICALS, INC. |
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Date: September 26, 2005 |
By: |
/s/ Richard P. Shea |
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Richard P. Shea |
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