INCYTE CORP — Regulatory Filings 2012

Aug 29, 2012

*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 (Date of earliest event reported): August 29, 2012

*INCYTE CORPORATION*

(Exact name of registrant as specified in its charter)

Delaware	0-27488	94-3136539
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

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)

*N/A*

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

SEQ.=1,FOLIO='',FILE='C:\JMS\107551\12-19499-1\task5529376\19499-1-ba.htm',USER='107551',CD='Aug 30 00:41 2012'

*Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.*

On August 29, 2012, Incyte Corporation (the “Company”) announced the departure of Patricia S. Andrews, Executive Vice President and Chief Commercial Officer of the Company. In connection with her departure, Ms. Andrews may receive severance compensation consistent with the severance provisions of her offer letter, as described in the section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2012 under the caption “Executive Compensation—Employment Contracts, Termination of Employment and Change-in-Control Arrangements — Agreements with other Named Executive Officers,” as well as reimbursement of COBRA premiums for up to 12 months and outplacement assistance.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\107551\12-19499-1\task5529376\19499-1-ba.htm',USER='107551',CD='Aug 30 00:41 2012'

*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: August 29, 2012

INCYTE CORPORATION
By:	/s/ Eric H. Siegel
	Eric H. Siegel
	Executive Vice President and
	General Counsel

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\107551\12-19499-1\task5529376\19499-1-ba.htm',USER='107551',CD='Aug 30 00:41 2012'