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): May 22, 2013
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 May 22, 2013, Sucampo Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) at the Hilton Garden Inn, 7301 Waverly Street, Bethesda, Maryland 20814. At the Company’s Annual Meeting, Kei Tolliver was elected to the Board of Directors. Ms. Tolliver’s compensation will be similar to other non-employee directors of the Company, which is described under Board Compensation in the Company’s proxy statement filed with the SEC on April 9, 2012.
There are no arrangements or understandings between Ms. Tolliver and any other persons pursuant to which Ms. Tolliver was selected as a director. There are no transactions, or proposed transactions, during the last two years with the registrant to which either Ms. Tolliver was or is to be a party, in which either Ms. Tolliver, or any member of their 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 either Ms. Tolliver and any other director or executive officer of the Company. 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 Item 5.02 and Exhibits 99.1 to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting, a total of 41,970,364 shares of class A common stock, par value $0.01, entitled to vote, were present in person or by proxies. The final voting results for each of the proposals submitted to a vote of Company stockholders at the Annual Meeting are set forth below.
Proposal 1. Election of Directors. Our class 1 directors, which were three members, were nominated by the Board of Directors for election of the Company, each to hold office for a term of three years expiring at the 2016 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Two of nominees were incumbent directors, one person was nominated, and each nominee was elected. The votes cast for, against, withheld, or broker no-vote with respect to each nominee were as follows:
Nominee |
For |
Against |
Withheld |
Broker Non-Vote |
Barbara A. Munder | 34,570,885 | 0 | 104,186 | 2,432,939 |
Maureen E. O’Connell | 34,570,885 |
0 |
104,186 | 2,432,939 |
Kei Tolliver | 34,299,965 | 0 | 375,106 | 2,432,939 |
Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2013.
For |
Against |
Abstain |
37,076,184 | 26,666 | 5,160 |
Proposal 3. The approval of, on an advisory basis, the compensation of the Company’s named executive officers.
For |
Against |
Abstain |
Broker Non-Vote |
34,610,665 | 51,626 | 12,780 | 2,432,939 |
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits | |
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed: | ||
99.1 Press Release issued by the Company on May 29, 2013. |
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: | May 29, 2013 | By: |
/s/ Thomas J. Knapp |
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Name: Thomas J. Knapp |
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Title: Executive Vice President, Chief Legal |
Exhibit 99.1
Sucampo Appoints Kei Tolliver to Board of Directors
BETHESDA, Md.--(BUSINESS WIRE)--May 29, 2013--Sucampo Pharmaceuticals, Inc. (NASDAQ: SCMP) (“Sucampo”) today announced that Kei S. Tolliver, executive vice president at S&R Technology Holdings, LLC, was elected to its board of directors at the annual shareholder meeting on May 22, 2013.
“Kei brings to Sucampo’s Board a deep knowledge of our company’s products as well as global experience. We believe that this expertise will provide value to Sucampo and our shareholders as we focus on the growth of our business and the further development of our pipeline,” said Sucampo’s Chairman, Chief Executive Officer, and Chief Scientific Officer Ryuji Ueno, M.D., Ph.D., Ph.D.
Ms. Tolliver serves as executive vice president of S&R Technology Holdings, LLC, whose mission is to provide support to global entrepreneurs and new businesses, and she brings global operations and business development expertise to Sucampo’s board. She was previously vice president of business development at Sucampo, in which she was closely involved with Sucampo’s initial public offering and the acquisition of the company’s overseas affiliates in the U.K. and Japan. She also served as General Manager of Sucampo Pharma Europe, where she initiated and oversaw the European clinical development of lubiprostone. In May of 1998, she was Sucampo’s first full-time employee.
Ms. Tolliver recently earned a J.D. degree with honors from the Columbus School of Law at the Catholic University of America in Washington, D.C. She was a member of the Catholic University Law Review and part of Columbus Community Legal Services, which offered pro bono legal services to individuals and families in the Washington, D.C. area.
About Sucampo Pharmaceuticals, Inc.
Sucampo Pharmaceuticals, Inc. is a global biopharmaceutical company focused on innovative research, discovery, development and commercialization of proprietary drugs based on prostones. The therapeutic potential of prostones was first discovered by Ryuji Ueno, M.D., Ph.D., Ph.D., Sucampo’s chairman, chief executive officer, chief scientific officer, and co-founder. Prostones, naturally occurring fatty acid metabolites that have emerged as promising compounds with unique physiological activities, can be targeted for the treatment of unmet or underserved medical needs. For more information, please visit www.sucampo.com.
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; 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 US and internationally 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 8-K and 10-K, which the Company incorporates by reference.
CONTACT:
Sucampo Pharmaceuticals, Inc.
Silvia Taylor,
1-240-223-3718
staylor@sucampo.com