UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 16, 2005
CONNETICS CORPORATION
| Delaware | 0-27406 | 94-3173928 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
3160 Porter Drive, Palo Alto, California 94304
(650) 843-2800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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 | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 1.01. Entry into a Material Definitive Agreement
On May 16, 2005 the Company issued a press release announcing that it has named Michael S. Eisen Ph.D., Vice President of Regulatory Affairs. Dr. Eisen will be responsible for the leadership and management of all regulatory personnel and activities for Connetics. Additionally, the Company’s Board of Directors approved an inducement grant to Dr. Eisen of a non-qualified stock option to purchase 30,000 shares of Connetics’ common stock. This option award was granted without stockholder approval pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv) and with the following material terms: (a) an exercise price of $21.83 per share which is equal to the fair market value of Connetics’ common stock on the grant date (May 16, 2005), (b) a term of 10 years, and (c) a vesting schedule providing that the option is exercisable as to 1/8th of the total grant on the six-month anniversary of Dr. Eisen’s hire, and 1/48th of the total grant each month thereafter until the grant is fully vested. A copy of the press release announcing the Company’s hiring of Dr. Eisen is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit No. | Description | |||||
| 99.1 | Vice President of Regulatory Affairs Press Release dated May 16, 2005 | |||||
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.
| CONNETICS CORPORATION | ||||
| By: | /s/ Sanjiv S. Dhawan | |||
| Sanjiv S. Dhawan | ||||
| Vice President, Corporate Counsel | ||||
Date: May 18, 2005 |
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