SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2012
ANTARES PHARMA, INC.
(Exact name of registrant specified in its charter)
Registrants telephone, including area code: (609) 359-3020
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):
(e) On July 6, 2012, pursuant to the Companys long-term incentive program, the Compensation Committee of the Board of Directors (the Committee) of Antares Pharma, Inc. (the Company) approved stock option awards to purchase the Companys common stock, $.01 par value, and performance stock unit awards to certain of its executive officers. The awards made on July 6 supplement the stock option awards made on May 17, 2012 (as reported in the Companys periodic report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2012).
Pursuant to the Companys long-term incentive program, the Company makes grants in the form of incentive stock options and performance based restricted stock units to executive officers that approximate the median value of annual awards granted by other companies in the Companys peer group. Two thirds of the annual equity award value for each senior officer is delivered in the form of stock options and one third is delivered in the form of performance based restricted stock units, in each case granted under the Companys 2008 Equity Compensation Plan, as amended (the 2008 Plan).
The stock options granted on May 17, 2012 were based on the peer group review completed by Buck Consultants in December 2010 (using data from 2009). Buck Consultants provided an updated peer group review in June 2012, which takes into account the Companys strong growth and recent market changes in comparison to the peer group used for Bucks 2010 review and is comprised of 15 drug delivery and specialty pharmaceutical companies that are of comparable size to the Company in terms of market cap or revenues as of December 31, 2011.
As a result of the updated peer group review, the median value of annual awards granted by other companies in the Companys peer group increased. Taking into account this increase, on July 6, 2012, the Committee awarded the following stock option awards to the Companys named executive officers to supplement the May 17, 2012 stock option grants (such that on a combined basis the stock options represent approximately two-thirds of the median value applicable to each executive officer):
The stock options were granted on the same standard terms and conditions as other stock options granted pursuant to the 2008 Plan.
In addition, the Committee awarded the following performance stock unit awards to the named executive officers of the Company (representing approximately one-third of the median value applicable to each named executive officer, based on the updated peer group review):
The performance stock unit awards will be earned and vested and convert into actual shares of the Companys common stock based on the Companys attainment of certain performance goals measured over a three-year or four-year period beginning January 1, 2012 and ending December 14, 2014 or December 31, 2015, respectively, and the senior officers continued employment with the Company through the applicable performance period. The actual number of shares of the Companys common stock into which the performance stock units may convert will be calculated by multiplying the number of performance stock units by a performance percentage ranging from 0% to 150% based on the attained level of Company performance as measured in terms of the following three performance goals: third-year (i.e., 2014) net revenue targets, 4-year new drug application completion for a particular product and timing targets for the commercial launch of a particular product. All of the performance criteria are equally weighted. For purposes of the third-year (2014) net revenue targets and commercial launch of a particular product, the performance period is from January 1, 2012 December 31, 2014 and for the 4-year new drug application of a particular product, the performance period is January 1, 2012 December 31, 2015.
The performance stock unit awards were granted on the same standard terms and conditions as other performance stock units granted pursuant to the 2008 Plan. With respect to performance stock unit awards made pursuant to the Companys long-term incentive program, the Committee has the discretion to set the performance criteria as it determines appropriate. Grants made in 2013 and thereafter may have performance criteria that vary from those in place for the July 2012 grants.
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.