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): November
7, 2006
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-30929
(Commission
File Number)
|
13-4087132
(IRS
Employer Identification No.)
|
750
Lexington Avenue
New
York, New York 10022
(Address
of Principal Executive Offices)
(212)
531-5965
(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.
|
| £ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
| £ |
Pre-commencement
communications pursuant to Rule 14d-2b 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.
(b) On
November 7, 2006, Dr. Lindsay A. Rosenwald resigned as a member of the Board
of
Directors (the “Board”) of Keryx Biopharmaceuticals, Inc. (“Keryx”) in order to
devote more time to his other professional and personal endeavors. The text
of a
press release dated November 8, 2006 announcing the resignation of Dr. Rosenwald
is furnished as Exhibit 99.1.
(d) On
November 7, 2006, Senator Wyche Fowler, Jr. was appointed to the Board by
unanimous vote of the directors. Senator Fowler was also appointed to the
Compensation Committee. There are no arrangements or understandings
between Senator Fowler and any other person pursuant to which Senator
Fowler was appointed to the Board. Since January 1, 2005, Senator Fowler
has not entered into any transaction in which he has a direct or indirect
material interest and in which Keryx or any subsidiary of Keryx is also a party,
and Senator Fowler is not currently considering any such transactions.
Pursuant to the Amended and Restated Directors Equity Compensation Plan under
Keryx's 2004 Long-Term Incentive Plan, Senator Fowler received 50,000 stock
options to purchase shares of Keryx common stock on November 7, 2006. The
exercise price of the options is $13.78, and the options will vest per the
following schedule: 16,667 on November 7, 2007; 16,667 on November 7, 2008;
and
16,666 on November 7, 2009. The text of a press release dated November 8, 2006
announcing the appointment of Senator Fowler is furnished as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibit is furnished as a part of this report:
Exhibit
Number
Description
99.1
Press
Release dated November 8, 2006.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
|
|
| |
Keryx
Biopharmaceuticals, Inc.
(Registrant)
|
|
|
|
| Date:
November 8, 2006 |
By: |
/s/ Michael S. Weiss |
| |
Michael
S. Weiss |
| |
Chairman
and Chief Executive Officer
|
INDEX
TO EXHIBITS
Exhibit
Number
Description
99.1
Press
Release dated November 8, 2006.