------------------------------------------------------------------- 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): NOVEMBER 30, 2004 ------------------------------------------------------------------- HYBRIDON, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-31918 04-3072298 (State or Other Juris- (Commission (IRS Employer diction of Incorporation File Number) Identification No.) 345 VASSAR STREET, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) (Zip Code) (617) 679-5500 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 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 Pursuant to Hybridon, Inc's 1997 Stock Incentive Plan, on November 30, 2004, Hybridon granted to Robert G. Andersen, Chief Financial Officer and Vice President of Operations of Hybridon, options to purchase 150,000 shares of its common stock. In addition, on December 21, 2004, pursuant to the 1997 Plan, Hybridon granted to Mr. Andersen options to purchase 150,000 shares of its common stock and to Sudhir Agrawal, Chief Executive Officer, President and Chief Scientific Officer of Hybridon, options to purchase 250,000 shares of its common stock. Each of these options has an exercise price of $0.52 per share and vests quarterly over four years. The vesting of these options will be automatically accelerated upon the occurrence of a change in control of Hybridon, as defined in the 1997 Plan. 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. HYBRIDON, INC. Date: January 7, 2005 By: /s/ Robert G. Andersen ------------------------------- Robert G. Andersen Chief Financial Officer