SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported): September 2, 2004
Commission File Number 0-50626
XCYTE THERAPIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1707622 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1124 Columbia Street, Suite 130
Seattle, Washington 98104
(Address of principal executive offices and zip code)
(206) 262-6200
(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 obligation 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
| (d) | Effective September 2, 2004, the Registrant’s Board of Directors elected Daniel K. Spiegelman a Director. Mr. Spiegelman will serve as a member of both the Audit Committee and the Compensation Committee. Pursuant to the Registrant’s 2003 Directors’ Stock Option Plan, as amended (the “Directors’ Plan”), Mr. Spiegelman was granted an option to purchase 10,000 shares of the Registrant’s common stock, vesting over a period of two years, which option is subject to stockholder approval and will not be exercisable prior to such approval. Mr. Spiegelman will also be entitled to receive cash compensation and additional option grants in accordance with the Registrant’s director compensation policy. See Item 8.01 for a description of amendments to the Directors’ Plan and the Registrant’s director compensation policy. On September 8, 2004, the Registrant issued a press release announcing Mr. Spiegelman’s election by the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference. |
Item 8.01 Other Events.
As part of an amendment to the Directors’ Plan approved by the Board in June 2004, the initial option grant to non-employee directors was increased from 4,545 to 10,000 shares and the vesting period shortened from three to two years, and the annual option grant to non-employee directors was increased from 1,818 to 10,000 shares and the vesting period increased from one to two years. Additionally, the chairman of each committee of the Board and each member of the audit committee, including Mr. Spiegelman, will receive an additional annual option grant to purchase 2,500 shares of the Registrant’s common stock, which option will vest over a period of two years. The amendments to the Directors’ Plan, including the grant to Mr. Spiegelman, will be submitted for stockholder approval at the Registrant’s next annual meeting. The Board also adopted, in June 2004, a director compensation policy, which provides that non-employee directors will be entitled to an annual retainer of $20,000, and will receive $1,000 for each board meeting attended in person, $500 for each board meeting participated in telephonically, and $500 for each committee meeting participated.
Item 9.01 Financial Statements and Exhibits.
| (c) | The following exhibit is attached hereto: |
| Exhibit Number |
Description of Document | |
| 99.1 | Press Release of Xcyte Therapies, Inc. dated September 8, 2004. |
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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.
| XCYTE THERAPIES, INC. | ||
| By: |
/s/ Joanna S. Black | |
| Joanna S. Black Duly Authorized Officer of Registrant General Counsel, Vice President and Secretary | ||
Date: September 8, 2004
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INDEX TO EXHIBITS
| Exhibit Number |
Description of Document | |
| 99.1 | Press Release of Xcyte Therapies, Inc. dated September 8, 2004. |
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EXHIBIT 99.1
| FOR IMMEDIATE RELEASE | Contact: |
Robert Kirkman, MD Chief Business Officer & VP Xcyte Therapies, Inc. (206) 262-6219 |
XCYTE THERAPIES, INC. ELECTS DANIEL K. SPIEGELMAN AS DIRECTOR
Seattle, WA-September 8, 2004 - Xcyte Therapies, Inc. (Nasdaq: XCYT) announced today that Daniel K. Spiegelman has been elected to the Company’s Board of Directors. Mr. Spiegelman will also become a member of the Audit and Compensation Committees of the Board.
“Dan Spiegelman has an extensive background in the financial and commercial issues facing growing biotechnology companies,” said Ron Berenson, President and CEO of Xcyte Therapies. “This experience will be of great value to Xcyte as our lead product, Xcellerated T Cells, advances in clinical development and approaches commercialization.”
“I am delighted to join Xcyte’s Board of Directors at this time in the Company’s evolution,” said Mr. Spiegelman. “Xcellerated T Cells may have broad potential applications to patients with cancer, infection and autoimmune diseases and appear to represent an exciting and unique commercial opportunity.”
Mr. Spiegelman is Senior Vice President and Chief Financial Officer of CV Therapeutics, Inc., Palo Alto, California, a position he has held since September 1999. He was Vice President and Chief Financial Officer for CV Therapeutics from January 1998 until September 1999. Mr. Spiegelman was employed previously by Genentech, Inc., holding the position of Treasurer from 1996 to 1998, Assistant Treasurer from 1992 to 1996, and Treasury Manager from 1991 to 1992. Mr. Spiegelman holds a B.A. in Economics from Stanford University and an M.B.A. from Stanford Graduate School of Business.
Xcyte Therapies, Inc. is a biotechnology company developing novel therapies that harness the power of the immune system to treat cancer and other serious illnesses. Xcyte derives its therapeutic products from a patient’s own T cells, which are cells of the immune system that orchestrate immune responses and can detect and eliminate cancer cells and infected cells in the body. Xcyte uses its patented and proprietary Xcellerate™ Technology to generate activated T cells, called Xcellerated T Cells™, from blood that is collected from the patient. Activated T cells are T cells that have been stimulated to carry out immune functions. The Xcellerate™ Technology is designed to rapidly activate and expand the number of the patient’s T cells outside of the body. Xcyte is currently conducting clinical trials of Xcellerated T Cells™ in patients with chronic lymphocytic leukemia, non-Hodgkin’s lymphoma, and multiple myeloma.
Note: Certain of the statements made in this press release are forward-looking, such as those, among others, relating to the clinical development and commercialization of Xcellerated T Cells. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks related to adverse clinical results as our product candidates move into and advance in clinical trials, risks inherent in early-stage development and failure by Xcyte Therapies to secure or maintain relationships with collaborators. More information about the risks and uncertainties faced by Xcyte Therapies is contained in our filings with the Securities and Exchange Commission. Xcyte Therapies disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Xcyte™, Xcyte Therapies™, Xcellerate™ and Xcellerated T Cells™ are trademarks of Xcyte Therapies, Inc.