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): January 30, 2007
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32639
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36-3898269
|
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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810
Seventh Avenue, 4th
Floor
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10019
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(Address
of principal executive
offices)
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(Zip
Code)
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(212)
582-3950
(Registrant's
telephone number, including area code)
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 30, 2007, the Board of Directors of Manhattan Pharmaceuticals, Inc.
(the “Company”) adopted a new compensation plan applicable to the Company’s
non-employee directors. A summary of the terms of the plan is attached to this
report and incorporated by reference herein as Exhibit 10.1. In accordance
with
the terms of such plan, each non-employee director was awarded a 10-year stock
option to purchase 50,000 shares of the Company’s common stock, which shares are
exercisable at a price equal to $0.72, the closing sale price of the Company’s
common stock on January 30, 2007. The options were issued pursuant to the
Company’s 2003 Stock Option Plan (the “2003 Plan”).
Additionally,
on January 30, 2007, the Company’s non-employee directors agreed to accept an
aggregate of 27,776 shares of the Company’s common stock, each valued at $0.72
per share (the closing sale price of the common stock on such date), in lieu
of
receiving $20,000 in aggregate cash fees owed to such directors for their 2006
service. Such shares were issued pursuant to the 2003 Plan. The table below
summarizes the 2006 fees owed to each non-employee director and the number
of
shares received in lieu thereof:
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Fees
Owed
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Shares
Issued
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|||||
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Joan
Pons Gimbert
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$
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1,500
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2,083
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||||
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Neil
Herskowitz
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$
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4,500
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6,250
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||||
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Malcolm
Hoenlein
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$
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3,500
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4,861
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||||
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Timothy
McInerney
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$
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3,500
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4,861
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||||
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Richard
Steinhart
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$
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4,000
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5,555
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Michael
Weiser
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$
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3,000
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4,166
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Total
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$
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20,000
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27,776
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| Item9.01 |
Financial
Statements and Exhibits.
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| (d) |
Exhibits.
The following exhibit is filed
herewith.
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Exhibit
No.
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Description
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10.1
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Summary
terms of non-employee director compensation
plan.
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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.
| Manhattan Pharmaceuticals, Inc. | ||
| |
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| Date: February 5, 2007 | By: | /s/ Michael G. McGuinness |
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Michael G. McGuinness |
||
| Chief Financial Officer | ||
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Summary
terms of non-employee director compensation
plan.
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Exhibit
10.1
Manhattan
Pharmaceuticals, Inc.
Non-employee
Director
Compensation
Arrangement
The
following is a summary of the compensation arrangements for directors of
Manhattan Pharmaceuticals, Inc. (the “Company”) who are not employees of the
Company (“Non-employee Directors”). Directors who are employees of the Company
do not receive compensation for their service on the Board and shall receive
compensation only in their capacities as employees. The cash compensation
arrangements are summarized below and do not become effective until the
Company’s next completed financing transaction:
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1.
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Cash
Fees.
Each Non-employee Director shall be entitled to a retainer of $20,000
per
year, payable on a quarterly basis. In addition, each such director
shall
be entitled to a fee of $1,000 for each meeting of the Board attended
in
person, or $500 for attending a meeting by telephone or other electronic
means.
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2.
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Committee
Service.
Each Non-employee Director serving on a committee of the Board shall
be
entitled to a fee of $1,000 for each meeting of such committee attended
by
such director in person, or $500 for attending a committee meeting
by
telephone or other electronic
means.
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3.
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Stock
Option.
Non-employee Director shall be entitled to receive an annual grant
of a
10-year stock option to purchase 50,000 shares of the Company’s common
stock, pursuant to the 2003 Stock Option Plan or such other equity
incentive plan approved by the Company’s stockholders. Such option shall
be exercisable in three equal annual installments commencing on the
first
anniversary of the grant date.
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4.
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Expenses.
Non-employee Directors shall be entitled to reimbursement for their
reasonable out-of-pocket expenses incurred in connection with the
performance of their services as directors, including without limitation,
travel related expenses incurred in connection with their attendance
at
Board or Board committee meetings.
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