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 13, 2006
Senomyx, Inc.
(Exact name of registrant as
specified in its charter)
Delaware |
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000-50791 |
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33-0843840 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation) |
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Identification No.) |
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11099 North Torrey Pines Road |
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92037 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (858) 646-8300
Not
Applicable.
(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 (see General Instruction A.2. below):
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.
Reference is made to Item 5.02 of this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Our Board of Directors elected Dennis OBrien as a director, effective April 18, 2006. In connection with his election, Mr. OBrien will enter into our standard form of indemnification agreement. We are not aware of any transaction involving requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment to our Board of Directors, Mr. OBrien received an automatic stock option grant to purchase 28,600 shares of our common stock pursuant to our 2004 Equity Incentive Plan. The stock option has an exercise price per share of $14.56, which was the closing price of our common stock as reported on the Nasdaq National Market for Monday, April 17, 2006.
On April 13, 2006, David Schnell, M.D. notified us that he would not stand for re-election as a director at our 2006 annual meeting of stockholders. In connection with Dr. Schnells decision not to stand for re-election, our Board of Directors approved the acceleration of all of Dr. Schnells outstanding and unvested stock options and the extension of the exercise period of all of Dr. Schnells stock options through December 31, 2006, each effective as of the date of our 2006 annual meeting of stockholders.
The press release dated April 19, 2006 announcing Mr. OBriens appointment and Dr. Schnells decision not to stand for re-election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Senomyx, Inc. dated April 19, 2006.
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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SENOMYX, INC. |
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By: |
/S/ JOHN POYHONEN |
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John Poyhonen |
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Senior
Vice President, Chief Financial and |
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Date: April 19, 2006 |
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