DELAWARE
(State
or other jurisdiction of incorporation or
organization)
|
777
Old Saw Mill River Road
Tarrytown,
New York 10591
(Address
of Principal Executive Offices) (Zip Code)
|
13-3379479
(I.R.S.
Employer
Identification
No.)
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Title
of Each Class of
Securities
To
Be Registered
|
Amount
To
Be Registered(1)(2)
|
Proposed
Maximum
Offering
Price
Per
Share(3)
|
Proposed
Maximum
Aggregate
Offering
Price(3)
|
Amount
of
Registration
Fee
|
Common
Stock, $0.0013 par value per share
|
800,000
|
$22.06
|
$17,648,000
|
$541.79
|
(1)
|
Represents
600,000 shares issuable upon exercise of options to be granted pursuant
to
the Amended 1998 Employee Stock Purchase Plan and 200,000 shares
issuable
upon exercise of options to be granted pursuant to the Amended 1998
Non-Qualified Employee Stock Purchase
Plan.
|
(2)
|
Plus
such additional shares as may be issued by reason of stock splits,
stock
dividends or similar transactions.
|
(3)
|
Pursuant
to Rules 457(h) and 457(c), these prices are estimated solely for
the
purpose of calculating the registration fee and are based upon the
average
of the high and low sales prices of the Registrant's common stock
on the
Nasdaq National Market on June 8, 2007
.
|
|
a)
|
The
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2006 filed with the SEC on March 15,
2007;
|
|
b)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007 filed with the SEC on May 9, 2007;
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c)
|
The
Registrant’s Current Report on Form 8-K filed on January 8, 2007;
and
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d)
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The
description of the Company's Common Stock in the Registrant's registration
statement on Form 8-A dated September 29, 1997, File No. 0-23143
pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”) including all amendments or reports filed with the
Commission for the purpose of updating such
description.
|
Exhibit
Number
|
|
|
Description
|
|
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|
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3.1
|
|
Restated
Certificate of Incorporation of the Registrant
|
Incorporated
by reference to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 13, 2005
|
||||
4.1
|
|
|
Specimen
Certificate of Common Stock, $.0013 par value per share, of the
Registrant
|
|
|
Incorporated
by reference to the Registrant’s registration statement on Form S-1, File
no. 333-13627
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5.1
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Opinion
and Consent of Mark R. Baker, Senior Vice President and General Counsel
of
Progenics Pharmaceuticals, Inc. with respect to the legality of the
securities being registered
|
|
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Filed
herewith
|
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10.1
|
|
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Amended
1998 Employee Stock Purchase Plan
|
|
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Filed
herewith
|
|
10.2
|
|
|
Amended
1998 Non-Qualified Employee Stock Purchase Plan
|
|
|
Filed
herewith
|
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23.1
|
|
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Consent
of Mark R. Baker, Senior Vice President and General Counsel, Progenics
Pharmaceuticals, Inc. (contained in his opinion filed herewith as
Exhibit
5.1)
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Filed
herewith
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23.2
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Consent
of PricewaterhouseCoopers LLP
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Filed
herewith
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24.1
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Power
of Attorney of directors and certain officers of the Company (included
in
Signature Page)
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Filed
herewith
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PROGENICS
PHARMACEUTICALS, INC.
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By:
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/s/
PAUL J. MADDON, M.D., PH.D.
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Paul
J. Maddon, M.D., Ph.D.
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Chief
Executive Officer and Chief Science
Officer
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Signature
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Capacity
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Date
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/s/
KURT W. BRINER
Kurt
W. Briner
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Co-Chairman
of the Board
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June
12, 2007
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/s/
PAUL F. JACOBSON
Paul
F. Jacobson
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Co-Chairman
of the Board
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June
12, 2007
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/s/
PAUL J. MADDON, M.D., PH.D.
Paul
J. Maddon, M.D., Ph.D.
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Chief
Executive Officer and Chief Science Officer (Principal Executive
Officer)
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June
12, 2007
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|||
/s/
ROBERT A. MCKINNEY
Robert
A. McKinney
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Chief
Financial Officer, Senior Vice President, Finance & Operations and
Treasurer (Principal Financial and Accounting Officer)
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June
12, 2007
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/s/
CHARLES A. BAKER
Charles
A. Baker
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Director
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June
12, 2007
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/s/
MARK F. DALTON
Mark
F. Dalton
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Director
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June
12, 2007
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/s/
STEPHEN P. GOFF, Ph.D.
Stephen
P. Goff, Ph.D.
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Director
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June
12, 2007
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/s/
DAVID A. SCHEINBERG, M.D., PH.D.
David
A. Scheinberg, M.D., Ph.D.
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Director
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June
12, 2007
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/s/
NICOLE S. WILLIAMS
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Director
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June
12, 2007
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Nicole
S. Williams
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