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EX-99.1 - EX-99.1 - OPTIMER PHARMACEUTICALS INCa11-14573_1ex99d1.htm

 

 

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 (Date of earliest event reported): June 6, 2011

 


 

OPTIMER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33291

 

33-0830300

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

10110 Sorrento Valley Road, Suite C

San Diego, CA 92121

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 909-0736

 

N/A

(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:

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On June 6, 2011, the Board of Directors of Optimer Pharmaceuticals, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2006 Equity Incentive Plan (as amended, the “Plan”) to provide for the reservation of an additional 1,000,000 shares of the Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules (“Rule 5635(c)(4)”). The Plan was amended by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4).

 

A complete copy of the Plan is filed herewith as Exhibit 99.1. The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.

 

Description

99.1

 

2006 Equity Incentive Plan, as amended.

 

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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.

 

 

OPTIMER PHARMACEUTICALS, INC.

 

 

Dated: June 10, 2011

By:

/s/ John D. Prunty

 

 

John D. Prunty

 

 

Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

 

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