Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): August 2, 2005

 

 

ALEXION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   0-27756   13-3648318

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

352 Knotter Drive, Cheshire, Connecticut 06410

(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (203) 272-2596

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

 

The Compensation Committee (the “Committee”) of the Board of Directors of Alexion Pharmaceuticals, Inc. (the “Company”) has determined fiscal year 2005 incentive bonuses and fiscal year 2006 salaries for the Company’s named executive officers. The bonuses and salaries are set forth on Exhibit 10.1 which is incorporated herein by reference. The salaries are effective August 1, 2005. For each of the executive officers, both individual performance goals and company-wide goals were identified during fiscal year 2005 and were weighed differently for each officer. The determinations of the Committee were based on a review of the extent to which the goals were achieved, as well as consideration of market and other data to ensure that executive officer compensation remains competitive. The Committee is in the process of determining individual performance goals and company-wide goals for fiscal year 2006.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c) Exhibits

 

10.1 Compensation Information for the Company’s named executive officers.

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.

 

    ALEXION PHARMACEUTICALS, INC.
Date: August 8, 2005   By:  

/s/ Thomas I. H. Dubin

    Name:   Thomas I. H. Dubin
    Title:   Senior Vice President and General Counsel

INDEX TO EXHIBITS

 

Exhibit No.
  

Description

10.1   Compensation Information for the Company’s named executive officers.