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): April 26, 2006
ZIOPHARM
Oncology, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-32353
|
84-1475642
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1180
Avenue of the Americas, 19th
Floor
New
York, NY 10036
(Address
of principal executive offices) (Zip Code)
(646)
214-0700
(Registrant’s
telephone number, including area code)
(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
1.01. Entry
into a Material Definitive Agreement.
Adoption
of Amendment to 2003 Stock Option Plan
At
the
Company’s annual stockholders’ meeting held on April 26, 2006, the Registrant’s
stockholders approved the adoption of an amendment (the “Amendment”) to the 2003
Stock Option Plan (the “2003 Plan”) that increases the number of shares of
common stock available for issuance under the 2003 Plan from 1,252,436 shares
to
2,002,436 shares. A copy of the Amendment is filed as Exhibit 10.1 to this
report.
Grant
of Stock Options to Director and Officers
Effective
upon the approval of the Amendment by the Company stockholders on April 26,
2006, as discussed above, the Company granted stock options to each of its
six
non-employee directors to purchase 15,000 shares of the Company’s common stock.
Each such stock option was granted under the 2003 Plan, was vested with respect
to all shares on the date of grant and has an exercise price per share equal
to
$5.01. Otherwise, each such stock option was granted in substantially in the
form attached as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-KSB
(SEC File No. 000-32353) filed March 20, 2006.
Also
effective upon the approval of the Amendment by the Company stockholders on
April 26, 2006, as discussed above, the Company granted stock options, each
with
an exercise price per share equal to $5.01, to the following officers in the
amounts and subject to the vesting provisions set forth below:
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Name
|
|
Title
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No.
of Options
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|
Vesting
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Jonathan
Lewis
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Chief
Executive Officer
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214,315
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100%
upon date of grant
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| |
|
|
|
|
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Richard
E. Bagley
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President,
Chief Operating Officer and Treasurer
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54,873
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100%
upon date of grant
|
| |
|
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40,000
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50%
upon date of grant and 50% on December 14, 2006
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| |
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Robert
Peter Gale
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Senior
Vice President Research
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25,000
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50%
upon date of grant and 50% on December 14,
2006
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Otherwise,
each such stock option was granted in substantially in the form attached as
Exhibit 10.8 to the Registrant’s Annual Report on Form 10-KSB (SEC File No.
000-32353) filed March 20, 2006.
Item
8.01. Other
Events.
Adoption
of Amended and Restated Certificate of Incorporation
At
the
Company’s annual stockholders’ meeting held on April 26, 2006, the Registrant’s
stockholders approved the adoption of an Amended and Restated Certificate of
Incorporation for the Company, in the form attached as Exhibit 3.1 to this
report. A proposal regarding the adoption of the Amended and Restated
Certificate of Incorporation was included in the Company’s proxy for the
stockholders’ meeting filed with the Securities and Exchange Commission. The
Amended and Restated Certificate of Incorporation was filed with the Delaware
Secretary of State on April 26, 2006.
Item
9.01 Financial Statements and Exhibits.
|
|
3.1 |
Amended
and Restated Certificate of Incorporation filed , as filed with the
Delaware Secretary of State on April 26, 2006.
|
| |
10.1 |
Amendment No. 1 to 2003 Stock Incentive
Plan
of ZIOPHARM Oncology, Inc. |
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.
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ZIOPHARM
Oncology,
Inc.:
(Registrant)
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|
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| Date:
April 26, 2006 |
By: |
/s/
Jonathan Lewis |
| |
Jonathan
Lewis,
Chief
Executive
Officer |
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Exhibit
Index
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Exhibit
No.
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|
Description
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3.1
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Amended
and Restated Certificate of Incorporation filed , as filed with the
Delaware Secretary of State on April 26, 2006.
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| |
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10.1
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Amendment
No. 1 to 2003 Stock Incentive Plan of ZIOPHARM Oncology,
Inc.
|
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