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: September 15, 2006
(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

 

(Commission File

 

(I.R.S. Employer

of Incorporation)

 

Number)

 

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 September 15, 2006, the Board of Directors of Incyte Corporation (the “Company”) approved an amended and restated 1997 Employee Stock Purchase Plan (the “Plan”).  The amended and restated Plan updated certain provisions, such as updating the definition of fair market value to reflect the change in status of The NASDAQ Stock Market to a stock exchange, and deleted the termination date for the Plan.  A copy of the amended and restated Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01            Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.

 

Description

10.1

 

1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and
restated September 15, 2006.

 

 

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SIGNATURE

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.

Dated:  September 19, 2006

INCYTE CORPORATION

 

 

 

 

 

 

 

By:

/s/ Patricia A. Schreck

 

 

Patricia A. Schreck

 

 

Executive Vice President and

 

 

General Counsel

 

 

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