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): October 9, 2007
PHARMATHENE,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32587
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20-2726770
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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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One
Park Place, Suite 450, Annapolis, MD
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21401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (410)
269-2600
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(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 (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
240.14-12)
□
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 13-e-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
October 9, 2007, the Board of
Directors of PharmAthene, Inc. (the “Company”) approved the following compensation recommendations by our
Compensation Committee:
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§
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to
provide to non-employee members of our Board of Directors (“Board”) the
following cash compensation: $20,000 cash retainer for all members
of the
Board, $1,500 cash payment to all members of the Board for in-person
meetings in excess of six per year, $15,000 cash retainer for the
Audit
Committee chair, $5,000 cash retainer for all members of the Audit
Committee, $12,000 cash retainer for the Compensation Committee chair,
$3,000 cash retainer for all members of the Compensation Committee,
$10,000 cash retainer for the Nominating and Governance Committee
chair,
$2,500 cash retainer for all members of the Nominating and Governance
Committee, and $750 cash payment to all committee members for in
person
meetings in excess of six per year;
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§
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pursuant
to the
2007 Long-Term Incentive Compensation Plan (the “Plan”), to grant
to all non-employee members of our Board an option to purchase 20,000
shares of our common stock, par value $0.0001 per share (“Common Stock”),
at an exercise price of $5.25 per share based on the closing price
of our
Common Stock on the grant date as reported on the American Stock
Exchange
(“AMEX”) on October 9, 2007, with 50% vesting immediately on the grant
date and the remaining 50% vesting on the one year anniversary of
the
grant date;
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§
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pursuant
to the Plan, to make future grants on the date of our annual meetings
to
all non-employee members of our Board an option to purchase 10,000
shares
of our Common Stock, at an exercise price per share based on the
closing
price of our Common Stock on the grant date as reported on the AMEX,
and
immediately vesting on the grant date;
and
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§
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to grant a cash
bonus of $100,000 to David P. Wright, our President and Chief Executive Officer,
and
of $50,000 each to Christopher C. Camut, our Chief Financial Officer,
and
Eric I. Richman, our Vice-President, Corporate Development and Strategic Planning.
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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.
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PHARMATHENE,
INC.
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Date: October
15, 2007
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By:
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/s/ David
P. Wright
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DAVID
P. WRIGHT
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Chief
Executive Officer
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