UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.     )

 

Filed by the Registrant x

 

Filed by a Party other than the Registrant o

 

Check the appropriate box: o

 

o  Preliminary Proxy Statement

o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x  Definitive Proxy Statement

o  Definitive Additional Materials

o  Soliciting Material Pursuant to §240.14a-12

 

ARIAD Pharmaceuticals, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

o     Fee paid previously with preliminary materials.

 

 

(1)     Amount Previously Paid:

 

(2)     Form, Schedule or Registration Statement No.:

 

(3)     Filing Party:

 

(4)     Date Filed:

HARVEY J. BERGER, M.D.

 

CHAIRMAN AND

 

CHIEF EXECUTIVE OFFICER

 

December 11, 2009

 

 

Dear Fellow Investor,

 

You are cordially invited to attend a Special Meeting of Stockholders of ARIAD Pharmaceuticals, Inc. to be held at 10:00 a.m., Eastern Time, on January 20, 2010 at our corporate offices, 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234. The attached notice of special meeting and proxy statement describe the business we will conduct at the Special Meeting and provide information about ARIAD Pharmaceuticals, Inc. that you should consider when you vote your shares.

 

At the Special Meeting, you will be asked to consider and vote upon a proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 145,000,000 to 240,000,000 shares. We would like to increase our authorized shares of common stock to ensure that we have sufficient authorized but unissued shares of common stock available in order to provide flexibility for corporate action in the future.

 

We hope that you will be able to join us at the Special Meeting. Your vote is important. Whether or not you expect to attend, please be sure to vote your shares using any of the following methods: vote by telephone or the Internet as described in the instructions included on the proxy card; vote by signing, dating, and returning the proxy card in the envelope provided; or vote by attending the meeting in person.

 

To register for the meeting, please contact our investor relations office at 617-494-0400, extension 2208, or send an e-mail to investor@ariad.com. Directions to our offices can be found on our website at www.ariad.com.

 

Sincerely,

 

Harvey J. Berger, M.D.

 

 

ARIAD PHARMACEUTICALS, INC.

 

 

ARIAD PHARMACEUTICALS, INC.

 

26 Landsdowne Street

Cambridge, Massachusetts 02139-4234

 

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 20, 2010

 

Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of ARIAD Pharmaceuticals, Inc. will be held on January 20, 2010 at 10:00 a.m., Eastern Time, at our offices at 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234, for the following purposes:

 

 

Only those holders of our common stock of record as of the close of business on December 4, 2009 are entitled to notice of, and to vote at, the Special Meeting and at any adjournments thereof. A total of 109,042,782 shares of our common stock were issued and outstanding as of that date. Each share of common stock entitles its holder to one vote. Cumulative voting of shares of common stock is not permitted.

 

For the ten-day period immediately prior to the Special Meeting, the list of stockholders entitled to vote will be available for inspection at our offices, for such purposes as are set forth in the General Corporation Law of the State of Delaware.

 

By Order of the Board of Directors,

 

Raymond T. Keane, Esq.

Secretary

 

December 11, 2009

 

 

Your vote is important. You may vote your shares in person at the Special Meeting. If you do not expect to attend the Special Meeting or if you do plan to attend but wish to vote by proxy, you may vote by: (1) dating, signing and promptly mailing the enclosed proxy card in the return envelope provided, (2) calling the toll-free number listed on the proxy card, or (3) using the Internet as indicated on the proxy card.

 

TABLE OF CONTENTS

 

ARIAD PHARMACEUTICALS, INC.

 

26 Landsdowne Street

Cambridge, Massachusetts 02139-4234

 

 

 

 

PROXY STATEMENT

 

 

 

 

 

This proxy statement and the accompanying Notice of Special Meeting and form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors”) of ARIAD Pharmaceuticals, Inc. to be used at a Special Meeting of Stockholders (the “Special Meeting”) to be held on January 20, 2010 at 10:00 a.m., Eastern Time, at our offices at 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234, and at any adjournments or postponements thereof for the purposes set forth in the Notice of Special Meeting. This proxy statement along with the accompanying Notice of Special Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the special meeting. These proxy materials are being mailed to all stockholders entitled to notice of and to vote at the Special Meeting on or about December 11, 2009.

 

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on January 20, 2010. The proxy statement is available at www.proxyvote.com.

 

Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Special Meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., or you have stock certificates, you may vote:

 

 

If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

 

 

If your shares are registered in your name or if you have stock certificates, they will not be voted if you do not return your proxy card by mail or vote at the meeting as described above. If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee has discretionary authority to vote your shares on Proposal 1. However, we encourage you to provide voting instructions, as this ensures your shares will be voted at the meeting in the manner you desire. If your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter, this is referred to as a “broker non-vote”.

 

Holders of our common stock who are entitled to vote are urged to sign the enclosed proxy card and return it promptly in the return envelope provided or to vote by telephone or the Internet by following the instructions on the enclosed proxy card. Shares represented by valid proxies, received in time for the Special Meeting and not revoked prior to the meeting, will be voted at the meeting. Proxies will be voted in accordance with each such holder’s directions. If no directions are given, proxies will be voted “FOR” approval of the amendment to our Certificate of Incorporation and as to any other business that may come before the Special Meeting, in accordance with the judgment of the person or persons named in the proxy. The Board of Directors knows of no other business to be presented at the Special Meeting. The proxy may be revoked at any time prior to the voting thereof by providing written notice of revocation to us at 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234, Attention: Raymond T. Keane, Esq., Secretary. The proxy may also be revoked by submitting to us prior to the Special Meeting a more recently dated proxy; if your shares are held in street name, by re-voting by Internet or by telephone as instructed above (only your latest Internet or telephone vote will be counted); or by attending the Special Meeting and voting in person.

 

The solicitation of proxies in the enclosed form is made on behalf of the Board of Directors. The entire cost of soliciting these proxies, including the costs of preparing, printing and mailing to stockholders this proxy statement and accompanying materials, will be borne by us. In addition to use of the mails, proxies may be solicited personally or by telephone or otherwise by our officers, directors and employees, who will receive no additional compensation for such activities. We have engaged The Altman Group to act as our proxy solicitor in connection with this Special Meeting and will pay them a fee of $1,500 and reimburse their expenses in connection with such services. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of shares held of record by such institutions and persons. Such parties will be reimbursed for their reasonable expenses incurred in connection with these activities.

 

Only stockholders of record at the close of business on December 4, 2009 are entitled to notice of, and to vote at, the Special Meeting and any adjournment thereof. On that date, there were 109,042,782 shares of common stock outstanding. Each share of common stock is entitled to one vote. Accordingly, a total of 109,042,782 votes are entitled to be cast on each matter submitted to a vote at the Special Meeting.

 

One-third of the shares of outstanding common stock entitled to vote, whether present in person or represented by proxy at the Special Meeting, will constitute a quorum for the transaction of business at the Special Meeting. Votes of stockholders of record who are present at the Special Meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

 

Proposal 1: The affirmative vote of a majority of the shares of our outstanding common stock is required to approve the amendment to our Certificate of Incorporation. Accordingly, broker non-votes and abstentions will have the same effect as a vote against this proposal.

 

The Special Meeting will be held on January 20, 2010 beginning at 10:00 a.m., Eastern Time, at our corporate offices in Cambridge, Massachusetts. When you arrive, signs will direct you to the appropriate meeting room. You need not attend the Special Meeting in order to vote.

 

The following table sets forth, as of November 30, 2009, certain information with respect to (i) each person (including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), known to us to own beneficially more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer named in the Summary Compensation Table under “Executive Compensation” in our proxy statement for our 2009 Annual Meeting filed with the SEC on April 30, 2009 (referred to below as our named executive officers), and (iv) all of our current directors and executive officers as a group. In accordance with the rules promulgated by the SEC, such ownership includes shares currently owned, as well as shares that the named person has the right to acquire within 60 days of November 30, 2009, including, but not limited to, shares that the named person has the right to acquire through the exercise of any option. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the common stock shown as beneficially owned. Percentage ownership is based on 109,022,082 shares of common stock outstanding as of November 30, 2009.

 

 

 

 

 

To Approve an Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Our Common Stock from 145,000,000 to 240,000,000.

 

Background

 

Our Board of Directors has determined that it is advisable and in the best interests of our stockholders to increase our authorized common stock from 145,000,000 to 240,000,000 shares, and has voted to recommend that the stockholders adopt an amendment to our Certificate of Incorporation effecting the proposed increase. The proposed amendment amends and restates the first paragraph of Section 4 of the Certificate of Incorporation, as amended to date, by striking out the first paragraph of Section 4 in its entirety and by substituting in lieu thereof the following:

 

 

Our stockholders last approved the number of shares of common stock authorized for issuance under our Certificate of Incorporation in June 2004. Our Certificate of Incorporation currently authorizes the issuance of up to 145,000,000 shares of our common stock. As of November 30, 2009, 109,022,082 shares of common stock were issued and outstanding, 16,925,358 shares of common stock were reserved for issuance under our equity incentive and employee stock purchase plans and 10,784,024 shares of common stock were reserved for issuance upon the exercise of outstanding warrants to purchase our common stock. Accordingly, as of such date, 136,731,464 of our 145,000,000 authorized common shares, or approximately 94%, have been issued or reserved for issuance and thus relatively few shares are available to us for use in connection with our future corporate needs.

 

Reasons for the Proposed Amendment

 

The Board of Directors believes it is in our best interest and the best interests of our stockholders to have sufficient additional authorized but unissued shares of common stock available in order to provide flexibility for corporate action in the future. The Board of Directors believes that the availability of additional authorized shares of common stock is desirable in order to permit, for example, the issuance or reservation from time to time of shares of common stock in connection with possible acquisitions of other companies or assets, collaborations or licensing arrangements, financings, equity incentive and employee stock purchase plans, investment opportunities, stock splits or dividends or for other corporate purposes. For example, in recent years, we have sought shareholder approval of additional authorized shares under our equity incentive and our employee stock purchase plans, and we have also issued shares of common stock in registered equity offerings. We currently have no present intention, plan, arrangement or agreement, written or oral, to issue or reserve additional shares of our common stock for any purpose. However, the Board of Directors believes that the currently available number of unissued shares does not provide sufficient flexibility for corporate action in the future. The availability of additional authorized shares of common stock is particularly important in the event that we need to undertake any of the foregoing actions on an efficient and expedited basis.

 

Authority of the Board of Directors to Issue Additional Shares of Common Stock

 

If the proposed amendment is adopted and the authorized number of shares of common stock is increased, then the additional authorized shares of common stock may be issued from time to time by action of the Board of Directors, without further stockholder approval, except as required by law, regulatory authorities or rules of The NASDAQ Stock Market or any other stock exchange on which our shares may then be listed, for such consideration as the Board of Directors determines to be adequate, or without consideration as a stock dividend or stock split. The additional shares of common stock to be authorized by adoption of the amendment

to the Certificate of Incorporation would have rights identical to our currently outstanding shares of common stock.

 

Principal Effects on Outstanding Common Stock

 

The proposed increase in authorized common stock will not have any immediate effect on the rights of existing stockholders. However, to the extent that additional authorized shares are issued in the future, the issuances would have the normal consequences associated with increasing the number of our shares outstanding, including diluting existing stockholder net tangible book value and voting power. Our stockholders do not have any preemptive right to purchase or subscribe for any part of any new or additional issuance of our securities.

 

Votes Required – Procedure for Amendment

 

The affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote at the Special Meeting is required to approve the amendment to our Certificate of Incorporation to effect the proposed increase in our authorized common stock. If the proposal is approved, we intend to file a certificate of amendment to our Certificate of Incorporation, as amended, shortly after the Special Meeting. However, the Board of Directors may abandon the amendment without any further action by the stockholders at any time prior to the filing of the certificate of amendment. The amendment to the Certificate of Incorporation will be effective immediately upon acceptance of filing by the Secretary of State of Delaware.

 

The Board of Directors recommends that you vote “FOR” approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 145,000,000 to 240,000,000, and proxies solicited by the Board of Directors will be voted in favor thereof, unless a stockholder has indicated otherwise on the proxy.

 

Stockholders wishing to nominate a person or persons for election to the Board of Directors or to properly bring other business before the 2010 Annual Meeting of Stockholders that are not to be included in the Company’s proxy statement and form of proxy for the 2010 Annual Meeting of Stockholders must submit such nominations and proposals for receipt by the Company no earlier than January 20, 2010 and no later than the close of business on February 19, 2010. In addition, if stockholders have a proposal or Director nomination that they would like the Company to include in its proxy statement and form of proxy for the 2010 Annual Meeting of Stockholders, such nominations and proposals must be received by the Company no later than January 8, 2010. Stockholders should also review the Company’s Amended and Restated Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and Director nominations. Stockholder proposals must be received marked for the attention of: Raymond T. Keane, Esq., Secretary, ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234.

 

This proxy statement is available at www.proxyvote.com. We also offer our stockholders the opportunity to receive stockholder communications electronically. By signing up for electronic delivery of documents such as the annual report and the proxy statement, you can receive stockholder communications as soon as they are available without waiting for them to arrive in the mail, and submit your stockholder votes on line. You can also reduce the number of bulky documents in your personal files, eliminate duplicate mailings and help reduce our printing and mailing costs. If you have any questions about electronic delivery, please call our investor relations office at (617) 494-0400, extension 2208.

 

In December 2000, the Securities and Exchange Commission adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or your broker to send a single set of our annual report and proxy statement to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and ARIAD. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Each shareholder will continue to receive a separate proxy card or voting instruction card.

 

If your household received a single set of disclosure documents this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare Trust Company, N.A., by calling its toll free number, (877) 282-1168.

 

If you do not wish to participate in “householding” and would like to receive your own set of our annual disclosure documents in future years, follow the instructions described below. Conversely, if you share an address with another ARIAD shareholder and together both of you would like to receive only a single set of our annual disclosure statements, follow these instructions:

 

If your ARIAD shares are registered in your own name, please contact our transfer agent, Computershare Trust Company, N.A. and inform them of your request by calling them at (877) 282-1168 or writing them at P.O. Box 43078, Providence, RI 02940-3078.

 

If a broker or other nominee holds your ARIAD shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

 

The Board of Directors, at the time of the preparation of this proxy statement, knows of no business to come before the Special Meeting other than that referred to herein. If any other business should come before the Special Meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies received and not thereafter revoked in accordance with their best judgment.

 

By Order of the Board of Directors,

 

Raymond T. Keane, Esq.

Secretary

 

December 11, 2009

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

		M18430 - S53199		KEEP THIS PORTION FOR YOUR RECORDS
		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		DETACH AND RETURN THIS PORTION ONLY

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.

M18431 - S53199