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): July 1, 2009
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-15327
(Commission
File Number)
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58-1642740
(I.R.S.
Employer Identification No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California
(Address
of Principal Executive Offices)
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90049
(Zip
Code)
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(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; Compensatory Arrangements of Certain
Officers.
Option
Repricing Program
At the 2009
Annual Meeting of Stockholders held on July 1, 2009, the stockholders of CytRx
Corporation approved the proposed amendment to our 2000 Long-Term Incentive
Plan, as amended (the “2000 Plan”), to allow for a one-time stock option
repricing program for employees and officers. The text of the
amendment to the 2000 Plan and a summary of the material terms of the option
repricing program are contained in our definitive Proxy Statement filed with the
Securities and Exchange Commission on May 11, 2009 in connection with the
Annual Meeting.
We commenced
the option repricing program following the Annual Meeting. We
received promptly from all of the eligible option holders irrevocable elections
whether to accept the repricing offer, so the repricing program has been
completed. Pursuant to the repricing program, 3,265,500 eligible
stock options held by the eleven eligible employees and officers were repriced
and amended. We have amended the eligible stock options to reduce the
exercise prices of the options to $1.15 per share, which was the closing sale
price of our common stock as reported on The NASDAQ Capital Market on the
July 1, 2009 completion date of the repricing program, and to impose a new
option vesting period. No new stock options were issued pursuant to
the repricing plan. None of the amended options will vest
immediately; to the extent a participating employee’s or officer’s eligible
options were vested on the amendment date, the amended options will vest, in
full, on December 31, 2009, so long as the employee or officer remains in
our employ through that date. To the extent a participating
employee’s or officer’s eligible options were unvested as of July 1, 2009,
the original scheduled vesting will be suspended until December 31, 2009
and will resume after that date, so long as the employee or officer remains in
our employ through such date.
2008
Stock Incentive Plan
At the Annual
Meeting, stockholders also approved the adoption of our 2008 Stock Incentive
Plan (the “2008 Plan”), the material terms of which are summarized in our Proxy
Statement.
The foregoing
descriptions of the amendment to the 2000 Plan and of the 2008 Plan do not
purport to be complete and are qualified in their entirety by reference to the
descriptions contained in the Proxy Statement.
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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CYTRX
CORPORATION
By:
/s/ Steven A.
Kriegsman
Steven
A. Kriegsman
President and
Chief Executive Officer
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Dated:
July 8, 2009
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