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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, 2007
Sucampo Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33609
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13-3929237 |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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4520 East West Highway, Suite 300
Bethesda, Maryland
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20814 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (301) 961-3000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On August 29, 2007, Sucampo Pharmaceuticals, Inc. announced that the underwriters for its
initial public offering have exercised in full their option to purchase 562,500 shares of Sucampos
class A common stock to cover over-allotments and that the closing of that purchase took place on
August 29, 2007. All of the shares sold at the closing were sold by a selling stockholder and
Sucampo did not receive any of the proceeds from that sale. The full text of the press
release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:
99.1 Press Release issued by the registrant on August 29, 2007.
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.
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SUCAMPO PHARMACEUTICALS, INC.
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Date: August 29, 2007 |
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/s/ Mariam Morris
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Name: |
Mariam Morris |
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Title: |
CAO |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release issued by the registrant on August 29, 2007 |
exv99w1
Exhibit 99.1
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Ronald Kaiser
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Scott Solomon |
Chief Financial Officer
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Vice President |
Sucampo Pharmaceuticals, Inc.
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Sharon Merrill Associates, Inc. |
301-961-3400
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617-542-5300 |
rkaiser@sucampo.com
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scmp@investorrelations.com |
Sucampo Pharmaceuticals Announces Exercise and Closing of
IPO Over-Allotment Option
Bethesda, Maryland, August 29, 2007 Sucampo Pharmaceuticals, Inc. (Nasdaq: SCMP) today
announced that the underwriters for its initial public offering have exercised in full their option
to purchase 562,500 shares of Sucampos class A common stock to cover over-allotments and that the
closing of that purchase took place on August 29, 2007. All of the shares sold at todays closing
were sold by a selling stockholder and Sucampo did not receive the proceeds from that sale.
Together with the 3,750,000 shares of class A common stock sold at the initial closing on August 7,
2007, the shares sold today bring the total number of shares sold in the offering to 4,312,500.
Cowen and Company, LLC acted as the book-running manager for the offering and CIBC World
Markets Corp. and Leerink Swann & Company acted as co-managers.
About Sucampo Pharmaceuticals, Inc.
Sucampo is an emerging pharmaceutical company focused on the discovery, development and
commercialization of proprietary drugs based on prostones, a class of compounds derived from
functional fatty acids that occur naturally in the human body. Sucampo is focused on developing
prostones for the treatment of gastrointestinal, respiratory, vascular and central nervous system
diseases and disorders. To learn more about Sucampo and its products,
visit www.sucampo.com
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