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): October 29, 2008
Pharmasset, Inc.
(Exact Name of Issuer as Specified in Charter)
| Delaware | 001-33428 | 98-0406340 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 303-A College Road East Princeton, New Jersey |
08540 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(609) 613-4000
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2008, the Board of Directors (the “Board”) of Pharmasset, Inc. (the “Company”) approved the Company’s fiscal 2009 Annual Performance Management Program (the “Bonus Plan”). The Bonus Plan is substantially similar to the fiscal 2008 Annual Performance Management Program described in the Company’s proxy statement filed with the Securities and Exchange Commission on January 25, 2008. Payouts under the Bonus Plan are subject to the Board’s discretion and are based on each participant’s performance as well as the achievement of certain corporate performance objectives. The Board approved the following corporate performance objectives for the Bonus Plan:
| • | progress studies required for clevudine registration; |
| • | progress development of R7128 and PSI-7851; |
| • | continue research efforts to identify new product candidates; and |
| • | maintain an appropriate level of capitalization. |
On October 29, 2008, the Board also approved the fiscal 2009 base salary and the potential amount that could be earned by each of the Company’s named executive officers participating in the Bonus Plan (expressed as a percentage of base salary) as set forth in the table below:
| Name |
Title |
Potential Incentive Compensation |
Fiscal 2009 Base Salary | ||||
| P. Schaefer Price | President and Chief Executive Officer | 30% | $ | 455,000 | |||
| Kurt Leutzinger | Chief Financial Officer | 30% | $ | 280,125 | |||
| Michael J. Otto | Chief Scientific Officer | 30% | $ | 253,000 | |||
| M. Michelle Berrey | Chief Medical Officer | 30% | $ | 288,500 | |||
On October 29, 2008, the Board also awarded bonus compensation to Messrs. Price, Leutzinger and Otto and Ms. Berrey under the fiscal 2008 Annual Performance Management Program. The amounts awarded to Messrs. Price and Otto and Ms. Berrey were in excess of their target levels under the fiscal 2008 Performance Management Program to reward them for exceeding certain corporate and individual objectives during fiscal 2008. The awarded amounts were paid to Messrs. Price, Leutzinger and Otto and Ms. Berrey on November 14, 2008 and were as follows:
| Name |
Fiscal 2008 Bonus Amount | ||
| P. Schaefer Price |
$ | 135,000 | |
| Kurt Leutzinger |
$ | 70,000 | |
| Michael J. Otto |
$ | 90,000 | |
| M. Michelle Berrey |
$ | 150,000 | |
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.
| Pharmasset, Inc. | ||||||
| Date: January 22, 2009 | By: | /s/ Kurt Leutzinger | ||||
| Kurt Leutzinger | ||||||
| Chief Financial Officer | ||||||