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
June 14, 2006
Date of Report (Date of earliest event reported)
ANTIGENICS INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-29089 | 06-1562417 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 630 Fifth Avenue, Suite 2100 New York, NY 10111 |
10111 | |
| (Address of principal executive offices) | (Zip Code) |
212-994-8200
(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 (see General Instruction A.2. below):
| ¨ | 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 June 14, 2006, the stockholders of the registrant approved Amendment No. 3 to the Antigenics Inc. 1999 Equity Incentive Plan (the “Plan”) to allow for unrestricted stock awards. A copy of the Plan, as amended, is filed herewith as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective as of the election of directors at the Annual Meeting of Stockholders of Antigenics Inc. on June 14, 2006, Gamil de Chadarevian retired from the Board of Directors. At a meeting of the Board of Directors on June 15, 2006, Frank V. AtLee III was appointed to the Audit and Finance Committee of the Board of Directors.
Item 8.01 Other Events
On June 14, 2006, at the 2006 Annual Meeting of Stockholders of Antigenics Inc., the stockholders voted (i) to elect Margaret M. Eisen and Wadih Jordan as directors to hold office for terms of three years and until their respective successors are elected and qualified and (ii) to approve an amendment to our 1999 Equity Incentive Plan to allow for unrestricted stock awards.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 | 1999 Equity Incentive Plan, as amended | |
| 99.1 | Tabulation of Stockholder Votes | |
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.
| ANTIGENICS INC. | ||||
| Date: June 19, 2006 | By: | /s/ Garo H. Armen | ||
| Garo H. Armen, Ph.D. | ||||
| Chairman and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 10.1 | 1999 Equity Incentive Plan, as amended | |
| 99.1 | Tabulation of Stockholder Votes | |