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) October 12, 2015
| Sucampo Pharmaceuticals, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-33609 | 30-0520478 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4520 East-West Highway, 3rd Floor Bethesda, Maryland |
20814 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (301) 961-3400
| (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2015, the Board of Directors (the "Board") of Sucampo Pharmaceuticals, Inc. (the "Company") (i) voted to increase the authorized size of the Board by one, from seven to eight, and (ii) appointed Timothy P. Walbert to the Board as a Class III member to fill the new vacancy on the Board and to hold office until the 2018 annual meeting of stockholders. Mr. Walbert will serve on the Compensation and Audit Committees of the Board. The Company issued a press release announcing Mr. Walbert's appointment on October 13, 2015.
Mr. Walbert's director compensation will be similar to other non-employee directors of the Company, as described under "Board of Directors Compensation" in the Company's 2015 proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on April 13, 2015. On October 12, 2015, in accordance with the Company's Non-Employee Board of Directors' Compensation Plan, the Board granted Mr. Walbert an option to purchase 30,000 shares of the Company's Class A common stock at an exercise price equal to the closing price of the Company's Class A common stock on the Nasdaq Global Market on that date. The shares underlying the grant will vest in 12 equal quarterly installments at the end of each successive three-month period following the date of grant, subject to Mr. Walbert's continuous service with the Company at each vesting date.
There are no arrangements or understandings between Mr. Walbert and any other persons pursuant to which Mr. Walbert was selected as a director. There are no transactions, or proposed transactions, during the last two years with the Company to which Mr. Walbert was or is to be a party, in which Mr. Walbert, or any member of his immediate family, has a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K. There is no familial relationship between Mr. Walbert and any other director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure.
On October 13, 2015, the Company issued a press release announcing Mr. Walbert's appointment. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description
99.1
Press Release, dated October 13, 2015, "Timothy P. Walbert Joins Sucampo's Board of Directors"
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.
| Sucampo Pharmaceuticals, Inc. | ||||
| Date: | October 15, 2015 | By: | /s/ ANDREW P. SMITH
|
|
| Name: | Andrew P. Smith | |||
| Title: | Chief Financial Officer | |||
Exhibit Index
| Exhibit Number | Exhibit Description | |
| 99.1 | Press Release, dated October 13, 2015, "Timothy P. Walbert Joins Sucampo's Board of Directors" |
EXHIBIT 99.1
BETHESDA, Md., Oct. 13, 2015 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today announced that Timothy P. Walbert has joined Sucampo's Board of Directors. Mr. Walbert currently serves as Chairman, President and Chief Executive Officer of Horizon Pharma plc.
"Tim is a seasoned leader who has created tremendous value for the shareholders of Horizon since joining the company in 2008. We are pleased that he is joining the Sucampo Board at a time when we are implementing our own growth strategy focused on diversifying our portfolio of commercial and development-stage products," said Peter Greenleaf, Chief Executive Officer of Sucampo. "Tim's experience leading significant acquisitions, and launching and commercializing pharmaceutical products will be extremely valuable as we continue to execute our strategic plan."
Mr. Walbert joined Horizon in June 2008 as President and Chief Executive Officer and has served as Chairman of the Board of Directors since 2010. Prior to joining Horizon, Mr. Walbert served as President, Chief Executive Officer and Director of IDM Pharma, Inc., which was acquired by Takeda in June 2009. Prior to IDM, Mr. Walbert served as Executive Vice President, Commercial Operations at NeoPharm, Inc. From 2001 to 2005, Mr. Walbert served as Divisional Vice President and General Manager, Immunology, where he led the global development and launch of the multi-indication biologic HUMIRA and as Divisional Vice President, Global Cardiovascular Strategy at Abbott, now AbbVie. From 1998 to 2001, Mr. Walbert served as Director, CELEBREX North America and Arthritis Team Leader, Asia Pacific, Latin America and Canada at G.D. Searle & Company. From 1991 to 1998, Mr. Walbert also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co., Inc. and Wyeth.
Mr. Walbert received his B.A. in business from Muhlenberg College. Mr. Walbert serves as Chairman of the Board of Egalet Corporation and sits on the Board of Directors of XOMA Corporation, the Pharmaceutical Research and Manufacturers of America (PhRMA), the Biotechnology Industry Organization (BIO), the Illinois Biotechnology Industry Organization (iBIO), ChicagoNEXT, a World Business Chicago (WBC) led council of technology leaders and the Greater Chicago Arthritis Foundation. Mr. Walbert is also a member of the Illinois Innovation Council.
About Sucampo Pharmaceuticals, Inc.
Sucampo Pharmaceuticals, Inc. is focused on the development and commercialization of medicines that meet major unmet medical needs of patients worldwide. Sucampo has one marketed product – AMITIZA – and a pipeline of product candidates in clinical development. A global company, Sucampo is headquartered in Bethesda, Maryland, and has operations in Japan, Switzerland and the U.K. For more information, please visit www.sucampo.com.
The Sucampo logo and the tagline, The Science of Innovation, are registered trademarks of Sucampo AG. AMITIZA is a registered trademark of Sucampo AG.
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Sucampo Forward-Looking Statement
This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential, future financial and operating results, and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the impact of pharmaceutical industry regulation and health care legislation; the ability of Sucampo to continue to develop the market for AMITIZA; the ability of Sucampo to develop, commercialize or license existing pipeline products or compounds or license or acquire non-prostone products or drug candidates; Sucampo's ability to accurately predict future market conditions; dependence on the effectiveness of Sucampo's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally; the effects of competitive products on Sucampo's products; and the exposure to litigation and/or regulatory actions.
No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Sucampo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this presentation should be evaluated together with the many uncertainties that affect Sucampo's business, particularly those mentioned in the risk factors and cautionary statements in Sucampo's most recent Form 10-K as filed with the Securities and Exchange Commission on March 9, 2015 as well as its filings with the Securities and Exchange Commission on Forms 8-K and 10-Q since the filing of the Form 10-K, all of which Sucampo incorporates by reference.
CONTACT: Sucampo Pharmaceuticals, Inc.
Silvia Taylor
Senior Vice President, Investor Relations and
Corporate Communications
1-240-223-3718
staylor@sucampo.com