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 (Earliest Event Reported): May 11, 2009
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-15327
(Commission
File Number)
|
58-1642740
(I.R.S.
Employer Identification No.)
|
|
11726
San Vicente Boulevard, Suite 650
Los
Angeles, California
(Address
of Principal Executive Offices)
|
90049
(Zip
Code)
|
(310)
826-5648
(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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Amendment of Kriegsman
Employment Agreement
On May
11, 2009, CytRx Corporation (the “company,” “we,” “us” or “our”) entered into an
amendment to our written employment agreement with Steven A. Kriegsman, our
President and Chief Executive Officer, to extend the term of the employment
agreement from December 31, 2009 until December 31,
2012. Under his employment agreement, Mr. Kriegsman is entitled to a
current annual base salary of $550,000, which is subject to our annual review,
and is eligible to receive an annual bonus as determined by us in our sole
discretion, but not to be less than $150,000. These and the other
terms of Mr. Kriegsman’s employment agreement will continue in effect through
the extended term of his employment agreement.
Compensation of Non-Employee
Directors
Also on
May 11, 2009, our Board of Directors determined to increase the number of stock
options to be granted annually to each of our non-employee
directors. As of the date of each annual meeting of our stockholders,
each of our non-employee directors whose term as a director will continue
following the meeting will be granted non-qualified stock options to purchase
50,000 shares of our common stock at an exercise price equal to the market value
of our common stock on the grant date. The options will have a term
of ten years and will be fully vested when granted. The first of such
grants will be made on July 1, 2009, the scheduled date of our 2009 annual
meeting of stockholders. All future grants to non-employee directors
under this program are subject to termination or modification by our Board of
Directors and to the availability of sufficient stock options under our stock
option plans from time to time.
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.
|
|
CYTRX
CORPORATION
By:
/s/ Steven A.
Kriegsman
Steven A. Kriegsman
President
and Chief Executive Officer
|
|
|
|
|
Dated:
May 12, 2009
|
|