Form 8-K

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: May 19, 2005

(Date of earliest event reported)

 

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   0-27488   94-3136539

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

Experimental Station, Route

141 & Henry Clay Road,

Building E336

Wilmington, DE

   19880
(Address of principal executive offices)   (Zip Code)

 

(302) 498-6700

(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 (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 May 19, 2005, the Board of Directors of Incyte Corporation (the “Company”) approved an amendment to the Company’s 1993 Directors’ Stock Option Plan (the “Directors’ Plan”) to provide that the Board of Directors may not (1) modify an outstanding option issued under the Directors’ Plan to lower the exercise price of such option or (2) assume or accept the cancellation of an outstanding option issued under the Directors’ Plan in return for the grant of a new option issued under the Directors’ Plan with a lower exercise price, in each case unless such action has been approved by the Company’s stockholders.

 

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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.

 

    INCYTE CORPORATION
Date: May 20, 2005   By  

/s/ PATRICIA A. SCHRECK

        Patricia A. Schreck
        Executive Vice President and General Counsel

 

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