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 (Date of earliest event reported): April 25, 2005
Neurologix, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 000-13347 06-1582875
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(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File Number) Identification No.)
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY 07024
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(Address of principal executive offices) (Zip Code)
(201) 592-6451
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(Registrant's telephone number, including area code)
None
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(Former name, former address and former fiscal year,
if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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
Neurologix Research, Inc. ("NRI"), a wholly-owned subsidiary of
Neurologix Inc. (the "Registrant"), has entered into an Amended and Restated
Consulting Agreement, dated as of April 25, 2005 (the "Agreement") with Dr.
Michael G. Kaplitt. The Company and Dr. Kaplitt had been party to a Consulting
Agreement, dated October 1, 1999, as amended on October 8, 2003. A copy of the
prior agreement, and the amendment thereto, were filed as Exhibits 10.29 and
10.38, respectively, to the Registrant's 2003 Annual Report on Form 10-K.
Pursuant to the terms of the Agreement, Dr. Kaplitt will continue to
provide advice and consulting services on an exclusive basis in scientific
research on human gene therapy using adenovirus and adeno-associated virus
vectors in the nervous system and to assist NRI in seeking financing and
meeting with prospective investors. Dr. Kaplitt will also continue to serve as
a member of NRI's Scientific Advisory Board. Dr. Kaplitt will be paid an
annual retainer of $100,000 at such time as he determines that his receipt of
compensation from NRI would not be considered to be in conflict with any
clinical trial sponsored by NRI or with his employment. The foregoing summary
is qualified in its entirety by the full text of the Agreement attached hereto
as Exhibit 10.1, which is incorporated by reference herein.
On April 25, 2005, in connection with the execution of the Agreement,
the Registrant granted Dr. Kaplitt nonqualified stock options to purchase
160,000 shares of the Registrant's common stock. Although the options were not
granted under the Registrant's 2000 Stock Option Plan (the "Plan"), the
options will be governed under the same terms as options granted under the
Plan. The exercise price of the options is $2.05 per share. Twenty percent of
the options became exercisable on the date of the grant, and twenty percent
will vest on each anniversary following the date of the grant through 2009.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Amended and Restated Consulting Agreement by and between
Dr. Michael G. Kaplitt and Neurologix Research, Inc., dated
April 25, 2005.
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.
NEUROLOGIX, INC.
Date: April 29, 2005 By: /s/ Mark S. Hoffman
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Name: Mark S. Hoffman
Title: Secretary and
Treasurer