8-K: Current report filing
Published on December 15, 2006
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 11, 2006
(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))
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
December 11, 2006, we granted options to purchase common stock to the persons
and in the amounts that follow:
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Executive
Officers
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Shares
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|||
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Harry
Palmin
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150,000
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Christopher
J. Pazoles, Ph.D.
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100,000
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M.
Taylor Burtis
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100,000
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George
Vaughn
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30,000
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We
also
granted additional options to purchase up to 230,000 shares of common stock
to
certain other employees and consultants. All of the above options have an
exercise price of $0.91 per share which represents the closing price of our
common stock on December 11, 2006 as reported on the Over the Counter Bulletin
Board and an expiration date of December 11, 2016. The
options were granted as compensation for employment or consulting services,
as
applicable. The options will vest and become exercisable for 1/3 of the maximum
number of shares granted on the first anniversary of the date of grant, and
shall vest and become exercisable for an additional 1/3 on the last day of
each
year thereafter, so that the options shall be fully vested on the third
anniversary of the date of grant. The options granted to employees are evidenced
by an agreement in the form of the incentive stock option agreement filed as
Exhibit 10.1 to this report. The options granted to consultants are evidenced
by
an agreement in the form of the non-statutory stock option agreement filed
as
Exhibit 10.2 to this report.
These
issuances were exempt from registration under the Securities Act of 1933
pursuant to an exemption under Section 4(2) thereof as a sale of securities
not
involving any public offering.
The
form
of the incentive stock option agreement, the form of non-statutory stock option
agreement and the form of non-statutory director stock option agreement filed
as
Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this report are
the forms to be used for all options granted under our 2006 Stock Incentive
Plan.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
| (d) |
Exhibits
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Exhibit
No.
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Description
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||
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Form
of Incentive Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock
Incentive Plan
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Form
of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006
Stock Incentive Plan
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Form
of Non-Statutory Director Stock Option under Novelos Therapeutics,
Inc.’s
2006 Stock Incentive Plan
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|||
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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 15, 2006
NOVELOS
THERAPEUTICS, INC.
By:
/s/
Harry
S. Palmin
Name:
Harry S. Palmin
Title:
President and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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||
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Form
of Incentive Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock
Incentive Plan
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Form
of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006
Stock Incentive Plan
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Form
of Non-Statutory Director Stock Option under Novelos Therapeutics,
Inc.’s
2006 Stock Incentive Plan
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