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): February 27, 2006
ISIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-19125 |
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33-0336973 |
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(Commission File No.) |
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(IRS Employer Identification No.) |
1896 Rutherford Road
Carlsbad, CA 92008
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760) 931-9200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Agreement.
On February 27, 2006, Isis Pharmaceuticals, Inc. (the “Company”) extended Stanley T. Crooke and B. Lynne Parshall’s severance benefit agreements dated April 8, 2003. Copies of the letters effecting the extension are attached to this report as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
Letter dated February 27, 2005 extending Dr. Crooke’s severance benefit agreement. |
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99.2 |
Letter dated February 27, 2005 extending Ms. Parhsall’s severance benefit agreement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ISIS PHARMACEUTICALS, INC. |
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Dated: March 1, 2006 |
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By: |
/s/ B. Lynne Parshall |
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B. LYNNE PARSHALL |
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Executive Vice President, |
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Chief Financial Officer and Director |
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INDEX TO EXHIBITS
99.1 Letter dated February 27, 2005 extending Dr. Crooke’s severance benefit agreement.
99.2 Letter dated February 27, 2005 extending Ms. Parhsall’s severance benefit agreement.
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Exhibit 99.1
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ISIS PHARMACEUTICALS, INC. 1896 Rutherford Road Carlsbad, CA 92008
MEMORANDUM |
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Date: February 27, 2006
To: STANLEY T. CROOKE
From: Joseph H. Wender
Subject: SEVERANCE BENEFIT AMENDMENT
Dear Stan:
By letter dated April 8, 2003 the Company offered you a 36 month lump sum severance payment to be made in the event that your employment was terminated as a result of a Change of Control. The Company now extends the Severance Period for so long as you are employed by the Company.
Yours truly,
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/s/ Joseph H. Wender |
Joseph H. Wender
Chairman, Compensation Committee
Telephone 760-603-3848
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Exhibit 99.2
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ISIS PHARMACEUTICALS, INC. 1896 Rutherford Road Carlsbad, CA 92008
MEMORANDUM |
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Date: February 27, 2006
To: B. LYNNE PARSHALL
From: Joseph H. Wender
Subject: SEVERANCE BENEFIT AMENDMENT
Dear Lynne:
By letter dated April 8, 2003 the Company offered you severance payments in the event that your employment was terminated without cause or as a result of a Change of Control. The Company now extends the Severance Period for so long as you are employed by the Company. Your severance benefits will be 18 months in the event that your employment is terminated without cause and 30 months in the event that your employment is terminated as a result of a Change in Control.
Yours truly,
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/s/ Joseph H. Wender |
Joseph H. Wender
Chairman, Compensation Committee
Telephone 760-603-3848
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