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 15, 2009
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, Suite 300 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 1.01. Entry into a Material Definitive Agreement.
In connection with the appointment of William L. Ashton as a member of the registrant’s Board of Directors (the “Board”), as described in Item 5.02(d) below, the registrant entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Ashton effective October 15, 2009. This Indemnification Agreement, among other things, provides that the registrant will indemnify Mr. Ashton to the fullest extent permitted by law for claims arising in his capacity as a director of the registrant. The Indemnification Agreement also establishes the procedures that will apply in the event Mr. Ashton makes a claim for indemnification. The Indemnification Agreement is substantially identical to agreements previously entered into between the registrant and its other directors.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 15, 2009, the Board of Directors of the registrant appointed William L. Ashton to the Board of Directors.
Mr. Ashton is the Founding Dean of the Mayes College of Healthcare Business and Policy at University of the Sciences in Philadelphia, Pennsylvania, having joined them in 2005. Previously, during his 16 years at Amgen, Inc. Mr. Ashton held a number of positions of increasing responsibility with its sales and marketing function including Business Unit Vice President/General Manager of Corporate Accounts, where he led the day-to-day formation and execution of strategy and action of four different sales teams. His last position at Amgen was as Vice President of Commercial & Government Affairs where he was responsible for developing and implementing a strategic plan of action for key government agencies.
There are no arrangements or understandings between Mr. Ashton and any other persons pursuant to which Mr. Ashton was selected as a director. There are no transactions, or proposed transactions, during the last two years with the registrant to which Mr. Ashton was or is to be a party, in which Mr. Ashton, or any member of his immediate family, has a direct or indirect material interest.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02(d).
Item 7.01. Regulation FD Disclosure.
The press release issued in connection with the announcement of Mr. Ashton’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K. 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 Item 7.01 of this Current Report on 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 October 20, 2009 announcing the appointment of William L. Ashton to the registrant’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 20, 2009 | By: |
/s/ JAN SMILEK |
|
Name: |
Jan Smilek |
|||
Title: |
Chief Financial Officer |
Exhibit 99.1
Sucampo Appoints William L. Ashton to Board of Directors
BETHESDA, Md.--(BUSINESS WIRE)--October 20, 2009--Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) today announced that William L. Ashton, Dean of the Mayes College of Healthcare Business and Policy, University of the Sciences, has been appointed to Sucampo Pharmaceuticals’ Board of Directors effective October 15, 2009.
Dr. Ueno said, “We are very pleased that Bill is joining Sucampo’s Board of Directors and look forward to his contributions as we pursue our goal of expanding the market availability of Amitiza (lubiprostone) and development of our prostone-based pipeline opportunities. His experiences will be invaluable to us.”
Mr. Ashton is the Founding Dean of the Mayes College of Healthcare Business and Policy at University of the Sciences in Philadelphia, Pennsylvania, having joined them in 2005. Previously, Mr. Ashton held a number of positions at Amgen Inc. during his 16 year career there. Mr. Ashton joined Amgen in 1989 and was promoted to several positions of increasing responsibility within the sales and marketing function including Vice President of U.S. Sales and, more recently, Business Unit Vice President/General Manager of Corporate Accounts where Mr. Ashton led the day-to-day formation and execution of strategy and action of four different sales teams covering four different therapeutic areas. His most recent position at Amgen was as Vice President of Commercial & Government Affairs where he was responsible for that company’s development and implementation of a strategic plan of action for key government agencies.
In addition to Sucampo Pharmaceuticals’ Board, Mr. Ashton currently serves on the boards of Neogenix Oncology, a privately held company, the National Osteoporosis Foundation and Friends of the National Library of Medicine, at the National Institutes of Health.
Mr. Ashton earned a B.S., Education from the California University of Pennsylvania, in California, Pennsylvania, and a M.A., Education, from the University of Pittsburgh, in Pittsburgh, Pennsylvania.
About Sucampo Pharmaceuticals
Sucampo Pharmaceuticals, Inc., an international biopharmaceutical company based in Bethesda, Maryland, focuses on the development and commercialization of medicines based on prostones. The therapeutic potential of prostones, which are bio-lipids that occur naturally in the human body, was first identified by Ryuji Ueno, M.D., Ph.D., Ph.D., Sucampo Pharmaceuticals’ Chairman and Chief Executive Officer. Dr. Ueno founded Sucampo Pharmaceuticals in 1996 with Sachiko Kuno, Ph.D., founding Chief Executive Officer and currently Advisor, International Business Development and a member of the Board of Directors.
Sucampo is marketing Amitiza® (lubiprostone) 24 mcg in the U.S. for chronic idiopathic constipation in adults and Amitiza 8 mcg in the U.S. to treat irritable bowel syndrome with constipation in adult women. Sucampo also is developing the drug for additional gastrointestinal disorders with large potential markets. In addition, Sucampo has a robust pipeline of compounds with the potential to target underserved diseases affecting millions of patients worldwide. Sucampo Pharmaceuticals, Inc. has three wholly owned subsidiaries: Sucampo Pharma Europe, Ltd., located in the UK; Sucampo Pharma, Ltd., located in Japan; and, Sucampo Pharma Americas, Inc., located in Maryland. To learn more about Sucampo Pharmaceuticals and its products, visit www.sucampo.com.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Sucampo Pharmaceuticals are forward-looking statements made under the provisions of The Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the words “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” ”may” or other similar expressions. Forward-looking statements include statements about the potential utility of Amitiza and Rescula to treat particular indications. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including those described in Sucampo Pharmaceuticals’ filings with the Securities and Exchange Commission (SEC), including the annual report on Form 10-K for the year ended December 31, 2008 and other periodic reports filed with the SEC. Any forward-looking statements in this press release represent Sucampo Pharmaceuticals’ views only as of the date of this release and should not be relied upon as representing its views as of any subsequent data. Sucampo does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise, except as required by law.
CONTACT:
Sucampo Pharmaceuticals, Inc.
Kate de Santis,
240-223-3834
or
Westwicke Partners
John Woolford,
410-213-0506