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 30, 2008
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-30111
|
76-0474169
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
|
|
□
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
|
□
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
|
□
|
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
|
On
April 30, 2008, we entered into an amendment to our Economic Development
Agreement (the “Agreement”) dated as of July 15, 2005 with the State of Texas
and the Texas A&M University System, pursuant to which the timeline relating
to our jobs creation obligations was modified without changing the aggregate
number of jobs we are responsible for creating under the Agreement.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.1
|
— |
Amendment,
dated April 30, 2008, to Economic Development Agreement, dated July 15,
2005, with the State of Texas and the Texas A&M University
System
|
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 thereunto
duly authorized.
|
Lexicon
Pharmaceuticals, Inc.
|
|||
|
Date: May
6, 2008
|
By:
|
/s/
Jeffrey L. Wade
|
|
|
Jeffrey
L. Wade
|
|||
|
Executive Vice President
and
|
|||
|
General
Counsel
|
|||
Index
to Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.1
|
— |
Amendment,
dated April 30, 2008, to Economic Development Agreement, dated July 15,
2005, with the State of Texas and the Texas A&M University
System
|
Exhibit
10.1
April
8, 2008
The
Texas A&M University System
200
Technology Way Suite 2043
College
Station, Texas 77845
Dear
Sir or Madam:
Reference
is made to that certain Economic Development Agreement, dated July 15, 2005 (the
“Agreement”), by and among the State of Texas, acting by and through the Office
of Economic Development and Tourism, a division within the Office of the
Governor (the “OOGEDT”), The Texas A&M University System (“TAMUS”) and
Lexicon Genetics Incorporated (now known as Lexicon Pharmaceuticals, Inc.,
“Lexicon”), collectively referred to as the “Parties.” All
capitalized terms used and not otherwise defined herein shall have the meanings
given to such terms in the Agreement.
As
we have discussed, the board of directors and members of The Texas Institute for
Genomic Medicine (“TIGM”) have determined that the interests promoted by the
Agreement would be best served by the dissolution of TIGM as a non-profit
corporation and its reconstitution as an institute within
TAMUS. TAMUS will obtain all of the assets of the existing non-profit
corporation, as provided in its Articles of Incorporation, and will assume
responsibility for all of its contractual obligations, including all obligations
of TIGM under the Agreement. In partial consideration for this change
in status, the allocation of responsibility between Lexicon and TAMUS for new
Employment Positions under the Agreement will be modified as described
below.
TAMUS
and Lexicon will remain responsible to the State for creating, in the aggregate,
at least Five Thousand (5,000) new Employment Positions in Texas by
December 31, 2015, and for maintaining such new Employment Positions in
Texas from December 31, 2015 to December 31, 2027, as is presently the case
under the Agreement, with each party’s obligation modified in accordance with
this letter. TAMUS will remain responsible for 3,384 new jobs under
the terms described in the Agreement, and Lexicon will remain responsible for
1,616 new jobs at Lexicon and its affiliates in which Lexicon has a 50% or
higher ownership interest.
TAMUS and Lexicon have agreed,
however, subject to consent of the OOGEDT as indicated below, that (i) TAMUS
will assume Lexicon’s obligation to create the Employment Positions required to
be created by Lexicon in Section 2.d of the Agreement for the five-year period
from 2007 through 2011, and (ii) Lexicon shall be responsible for the Employment
Positions as set out in the revised schedule of Job Targets below for the years
2012 through 2016, and for maintaining 1,616 Employment Positions for the years
2017 and 2018. TAMUS shall only be required to maintain 3,384 Employment
Positions for the years 2016, 2017 and 2018.
The revised schedule of Job Targets in
Section 2.d of the Agreement will be as follows:
|
By End of Calendar
Year
|
Aggregate Job
Target
|
TAMUS Job
Target
|
Lexicon Job
Target
|
|
2007
|
198
|
198
|
0
|
|||||||
|
2008
|
357
|
357
|
0
|
|||||||
|
2009
|
581
|
581
|
0
|
|||||||
|
2010
|
894
|
894
|
0
|
|||||||
|
2011
|
1,345
|
1,345
|
0
|
|||||||
|
2012
|
1,801
|
1,676
|
125
|
|||||||
|
2013
|
2,562
|
2,353
|
209
|
|||||||
|
2014
|
3,573
|
3,272
|
301
|
|||||||
|
2015
|
5,000
|
4,598
|
402
|
|||||||
|
2016
|
5,000
|
3,384
|
1,616
|
It
is understood that the Job Targets for each year in the foregoing table include
the maintenance over the course of such year of the Employment Positions in the
preceding year’s Job Target, with the balance of such Job Target representing
new Employment Positions established by the end of the year. It is
further understood that the number of Employment Positions to be maintained by
TAMUS and Lexicon, respectively, in years after 2016 represent the maintenance
of the contemplated number of Employment Positions over the course of such
year.
In
connection with the extension of Lexicon’s obligations through 2018 as provided
in this letter, Lexicon agrees to submit an Annual Compliance Verification to
OOGEDT not later than January 31 of each year through 2019 under the terms set
forth in Section 2.e of the Agreement.
TAMUS
shall continue to be eligible to earn surplus job credits in the event it
maintains jobs in excess of 3,384 for the years 2016, 2017, and
2018. As is presently the case under the Agreement, Lexicon shall not
be eligible to use any surplus job credits of TAMUS to offset its Employment
Position obligations, but shall continue to be eligible to earn and use its own
surplus job credits on the terms set forth in the Agreement to the extent it
creates or maintains jobs in excess of the amounts indicated in this letter for
any year through 2018. TAMUS shall continue to be responsible for maintaining
5,000 Employment Positions for the years 2019-2027. In recognition of
the foregoing modifications, the final year of Lexicon’s Job Target commitment
referenced in Section 3.b of the Agreement will be 2018 rather than
2015. Finally, in connection with the reconstitution of TIGM within
TAMUS, the reference to “TIGM members” in Section 3.b of the Agreement shall be
changed to “institutions of higher education, research institutes, companies or
other entities within the State.” However, such institutions of
higher education, research institutes, companies, or other entities shall only
be allowed to count for purposes of Section 3.b if sufficient evidence is
provided to the State, to the reasonable satisfaction of the State, that the
funding is related to research using materials obtained from TIGM.
In
addition to all other reporting obligations contained in the Agreement, TAMUS
shall, as part of its Annual Compliance Verification, report on the progress of
the original mission of TIGM, including activities associated with the TEF Award
and the use of the OmniBank II Library by other universities, researchers, and
private companies.
The
Parties agree that all of the terms and conditions of the Agreement shall remain
in full force and effect and shall continue to govern except to the extent that
they conflict with the terms of this amendment. This letter amendment
is contingent upon the board of directors and members of TIGM voting to dissolve
TIGM in accordance with the organizational documents of TIGM and Texas law not
later than April 30, 2008.
|
Very
truly yours,
|
|
|
Lexicon
Pharmaceuticals, Inc.
|
|
|
By:
|
/s/
Arthur T. Sands
|
|
Name:
|
Arthur
T. Sands
|
|
Title:
|
President
and Chief Executive Officer
|
|
Acknowledged
and agreed:
|
|
|
The
Texas A&M University System
|
|
|
By:
|
/s/
Michael O. McKinney
|
|
Name:
|
Michael
D. McKinney
|
|
Title:
|
Chancellor
|
|
Date:
|
April
14, 2008
|
|
State
of Texas, Office of the Governor,
|
|
|
Economic
Development and Tourism
|
|
|
By:
|
/s/
Brian C. Newby
|
|
Name:
|
Brian
C. Newby
|
|
Title:
|
Chief
of Staff
|
|
Date:
|
April
30, 2008
|