-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N+8KHmcORj7/iz6lZ6huq0aMtvmx6BhbwlGszWXNQTJRX44v5lOxLDlPoP/pTvOs ioloQZu18QXwXNPX5LqqqA== 0000950123-10-064907.txt : 20100712 0000950123-10-064907.hdr.sgml : 20100712 20100712170812 ACCESSION NUMBER: 0000950123-10-064907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100708 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100712 DATE AS OF CHANGE: 20100712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA LABORATORIES INC CENTRAL INDEX KEY: 0000821995 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592758596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10352 FILM NUMBER: 10948661 BUSINESS ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9739943999 MAIL ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 8-K 1 y85535e8vk.htm FORM 8-K e8vk
 
 
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) July 8, 2010
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-10352
     
Delaware   59-2758596
     
(State of Incorporation)   (I.R.S. Employer
    Identification No.)
     
354 Eisenhower Parkway    
Livingston, New Jersey   07039
     
(Address of principal   Zip Code
executive offices)    
Registrant’s telephone number, including area code: (973) 994-3999
     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):
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))
 
 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of July 8, 2010, the number of members of the board of directors (the “Board”) of Columbia Laboratories, Inc. (the “Company”) has been increased to eight and, in accordance with the Company’s bylaws, the Board has appointed Fred Wilkinson, Executive Vice President — Global Brands of Watson Pharmaceuticals, Inc. (“Watson”), to serve on the Board until the next annual meeting of the Company’s stockholders. Mr. Wilkinson has been appointed pursuant to the terms of an Investor’s Rights Agreement, dated as of July 2, 2010, between Coventry Acquisition, Inc. (“Coventry”), a subsidiary of Watson, and the Company (the “Investor’s Rights Agreement”), as more fully described in the Current Report on Form 8-K of the Company filed with the SEC on July 6, 2010, pursuant to which Coventry has the right to designate one director (the “Designee”) for election to the Board. The Company has also agreed pursuant to the Investor’s Rights Agreement to use its commercially reasonable efforts to facilitate the re-election of the Designee until such time as Coventry ceases to hold at least 10% of the outstanding shares of the Company’s common stock, $.01 par value per share (“Common Stock”). As of the date hereof, Coventry beneficially owns (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934), according to information provided by Watson to the Company, 11,200,000 shares of Common Stock, which constitutes approximately 13.30% of the total outstanding Common Stock, and, according to information provided by Mr. Wilkinson to the Company, Mr. Wilkinson beneficially owns 70,000 shares of Common Stock, which constitutes approximately 0.08% of the total outstanding Common Stock.
Mr. Wilkinson has entered into a confidentiality agreement and indemnification agreement in connection with his appointment as a director of the Company. He has not been named to any committees of the Board and no such nomination is expected at this time.
The Current Report on Form 8-K of the Company filed with the SEC on July 6, 2010 is incorporated by reference into this item.
Item 8.01 Other Events.
On July 12, 2010, the Company issued a press release entitled “Watson Designee Fred Wilkinson Appointed to Columbia Laboratories’ Board of Directors.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

 


 

     
Exhibit No.   Description
 
   
99.1
  Press Release, dated July 12, 2010

 


 

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: July 12, 2010
         
  COLUMBIA LABORATORIES, INC.
 
 
  By:   /s/ Frank C. Condella, Jr.    
    Frank C. Condella, Jr.   
    Chief Executive Officer   
 

 


 

Exhibit Index
     
Exhibit No.   Description
 
   
99.1
  Press Release, dated July 12, 2010

 

EX-99.1 2 y85535exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1

(COLUMBIA LABORATORIES INC LOGO)
354 Eisenhower Parkway
Plaza I, Second Floor
Livingston, NJ 07039
TEL: (973) 994-3999
FAX: (973) 994-3001
NEWS
WATSON DESIGNEE FRED WILKINSON APPOINTED TO
COLUMBIA LABORATORIES’ BOARD TO DIRECTORS
LIVINGSTON, NJ — July 12, 2010 — Columbia Laboratories, Inc. (Nasdaq: CBRX) announced today that as of July 8, 2010, its Board of Directors has appointed G. Frederick Wilkinson, Executive Vice President, Global Brands, of Watson Pharmaceuticals, Inc. (NYSE: WPI), as a director of the Company. His appointment brings to eight the number of members of Columbia’s Board of Directors.
Mr. Wilkinson was appointed pursuant to the terms of an Investor’s Rights Agreement, dated July 2, 2010, between Coventry Acquisition, Inc., a subsidiary of Watson, and the Company, which granted Coventry the right to designate one director for election to the Board.
Mr. Wilkinson has served as Watson’s Executive Vice President, Global Brands since September 21, 2009. Prior to joining Watson, Mr. Wilkinson was President and Chief Operating Officer of Duramed Pharmaceuticals, Inc., the proprietary products subsidiary of Barr, from 2006 to 2009. Prior to joining Duramed Pharmaceuticals, Inc., he was President and Chief Executive Officer of Columbia Laboratories, Inc. from 2001 to 2006. From 1996 to 2001, Mr. Wilkinson was Senior Vice President and Chief Operating Officer of Watson Pharmaceuticals, Inc. Prior to joining Watson, he spent sixteen years at Sandoz in numerous senior management positions of increasing responsibility. Mr. Wilkinson received his M.B.A. from Capital University in 1984 and his B.S. in Pharmacy from Ohio Northern University in 1979.
About Columbia Laboratories
Columbia Laboratories, Inc. is focused on developing products that utilize its novel bioadhesive drug delivery technologies to optimize drug delivery in a controlled, sustained manner. The Company’s strategy is to fund new development projects through proof of concept, then partner for later-stage clinical development and commercialization. CRINONE® 8% (progesterone gel) is marketed by Watson Pharmaceuticals in the United States and by Merck Serono in foreign countries.
Columbia is conducting a randomized, double-blind, placebo controlled Phase III clinical program, called the PREGNANT (PROCHIEVE® Extending GestatioN A New Therapy) Study, to evaluate the safety and efficacy of PROCHIEVE 8% (progesterone gel) to reduce the risk of preterm birth in women with a cervical length between 1.0 and 2.0


 


 

centimeters as measured by transvaginal ultrasound at mid-pregnancy. The primary endpoint of this study is a reduction in the incidence of preterm birth at less than or equal to 32 weeks gestation vs. placebo. The Company expects study results around the end of the year.
Columbia’s press releases and other company information are available at Columbia’s website at www.columbialabs.com and its investor relations website at www.cbrxir.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements, which statements are indicated by the words “may,” “will,” “plans,” “believes,” “expects,” “anticipates,” “potential,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Factors that might cause future results to differ include, but are not limited to, the following: the successful marketing of CRINONE® by Watson Pharmaceuticals, Inc., in the United States; the successful marketing of CRINONE by Merck Serono outside the United States; the timely and successful completion of the ongoing Phase III PREGNANT (PROCHIEVE® Extending Gestation A New Therapy) Study of PROCHIEVE 8% to reduce the risk of preterm birth in women with a short cervix at mid-pregnancy; successful development of a next-generation vaginal progesterone product; success in obtaining acceptance and approval of new products and new indications for current products by the United States Food and Drug Administration and international regulatory agencies; the impact of competitive products and pricing; the timely and successful negotiation of partnerships or other transactions; the strength of the United States dollar relative to international currencies, particularly the euro; competitive economic and regulatory factors in the pharmaceutical and healthcare industry; general economic conditions; and other risks and uncertainties that may be detailed, from time-to-time, in Columbia’s reports filed with the SEC. Columbia does not undertake any responsibility to revise or update any forward-looking statements contained herein.
CRINONE® and PROCHIEVE® are trademarks of Watson Pharmaceuticals, Inc.
Contact:
Lawrence A. Gyenes
Senior Vice President, CFO & Treasurer
(973) 486-8860
Seth Lewis
Vice President The Trout Group LLC
(646) 378 2952
###

 

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