0001179110-13-015573.txt : 20131016 0001179110-13-015573.hdr.sgml : 20131016 20131016193349 ACCESSION NUMBER: 0001179110-13-015573 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131011 FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Astex Pharmaceuticals, Inc CENTRAL INDEX KEY: 0000919722 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911841574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: SUITE 200 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9255600100 MAIL ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: STE 200 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: SUPERGEN INC DATE OF NAME CHANGE: 19960125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goldberg Allan R CENTRAL INDEX KEY: 0001319793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27628 FILM NUMBER: 131155047 MAIL ADDRESS: STREET 1: C/O THE CHANNEL GROUP LLC STREET 2: 200 EAST 66TH STREET (E-1607) CITY: NEW YORK STATE: NY ZIP: 10021 4 1 edgar.xml FORM 4 - X0306 4 2013-10-11 1 0000919722 Astex Pharmaceuticals, Inc ASTX 0001319793 Goldberg Allan R 719 DOWNING STREET TEANECK NJ 07666 1 0 0 0 Director Stock Option (Right to buy) 4.89 2013-10-11 4 D 0 50000 D 2015-03-04 Common Stock 50000 0 D Director Stock Option (Right to buy) 4.84 2013-10-11 4 D 0 7500 D 2015-05-12 Common Stock 7500 0 D Director Stock Option (Right to buy) 3.97 2013-10-11 4 D 0 10000 D 2016-06-09 Common Stock 10000 0 D Director Stock Option (Right to buy) 3.65 2013-10-11 4 D 0 8889 D 2016-07-26 Common Stock 8889 0 D Director Stock Option (Right to buy) 5.89 2013-10-11 4 D 0 10000 D 2017-06-14 Common Stock 10000 0 D Director Stock Option (Right to buy) 4.03 2013-10-11 4 D 0 8621 D 2017-09-17 Common Stock 8621 0 D Director Stock Option (Right to buy) 2.01 2013-10-11 4 D 0 10000 D 2018-06-12 Common Stock 10000 0 D Director Stock Option (Right to buy) 1.89 2013-10-11 4 D 0 12658 D 2018-07-28 Common Stock 12658 0 D Director Stock Option (Right to buy) 1.98 2013-10-11 4 D 0 10000 D 2019-06-11 Common Stock 10000 0 D Director Stock Option (Right to buy) 2.70 2013-10-11 4 D 0 10204 D 2019-07-28 Common Stock 10204 0 D Director Stock Option (Right to buy) 3.26 2013-10-11 4 D 0 7500 D 2019-09-17 Common Stock 7500 0 D Director Stock Option (Right to buy) 2.14 2013-10-11 4 D 0 25000 D 2020-06-10 Common Stock 25000 0 D Director Stock Option (Right to buy) 1.94 2013-10-11 4 D 0 15267 D 2020-07-26 Common Stock 15267 0 D Director Stock Option (Right to buy) 2.92 2013-10-11 4 D 0 15000 D 2021-06-16 Common Stock 15000 0 D Director Stock Option (Right to buy) 2.92 2013-10-11 4 D 0 833 D 2011-06-16 2021-06-16 Common Stock 833 0 D Director Stock Option (Right to buy) 2.10 2013-10-11 4 D 0 20000 D 2022-06-22 Common Stock 20000 0 D Director Stock Option (Right to buy) 4.60 2013-10-11 4 D 0 20000 D 2023-06-13 Common Stock 20000 0 D The option provided for vesting as to 20% of the shares on March 4, 2005 and each one year anniversary thereafter. Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co., Ltd., and Autumn Acquisition Corporation (the "Merger Agreement"), the option was cancelled in exchange for a cash payment of $180,500.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on May 12, 2005 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $27,450.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 9, 2006 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $45,300.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/12th of the shares on August 26, 2006 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $43,111.65, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 14, 2007 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $26,100.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to as to 1/12th of the shares on August 26, 2007 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $38,535.87, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 12, 2008 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $64,900.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to as to 1/12th of the shares on August 28, 2008 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $83,669.38 which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 11, 2009 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $65,200.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to as to 1/12th of the shares on August 28, 2009 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $59,183.20, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on September 17, 2009 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $39,300.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 10, 2010 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $159,000.00, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to as to 1/12th of the shares on August 26, 2010 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $100,151.52, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 16, 2011 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $83,700.00, which represents the difference between $8.50 and the exercise price of the option per share. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $4,648.14, which represents the difference between $8.50 and the exercise price of the option per share. The option provided for vesting as to 1/4th of the shares on June 22, 2012 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $128,000.00, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/4th of the shares on June 13, 2013 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $78,000.00, which represents the difference between $8.50 and the exercise price of the option per share. /s/ Allan R. Goldberg 2013-10-16