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 25, 2016
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) | (I.R.S. Employer Identification Number) |
| 805 King Farm Blvd, Suite 550, Rockville, Maryland 20850 |
| (Address of Principal Executive Offices) (Zip Code) |
(301) 961-3400
(Registrant's telephone number, including area code)
(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: | ||
| [ ] | 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 July 25, 2016, 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 six to seven, effective as of August 1, 2016, and (ii) appointed Paul R. Edick to the Board as a Class I member to fill the new vacancy on the Board and to hold office until the 2019 annual meeting of stockholders and until a successor is elected and qualified, or until his earlier resignation or removal. Mr. Edick will serve on the Compensation and Nomination & Corporate Governance Committees of the Board. The Company issued a press release announcing Mr. Edick’s appointment on July 29, 2016. Mr. Edick’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 2016 proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on April 18, 2016. In connection with his appointment, the Board has awarded Mr. Edick Restricted Stock Units for 14,700 shares of the Company’s Class A common stock. This award will vest in 3 equal annual installments at the end of each successive annual period following the date of grant, August 1, 2016, subject to Mr. Edick’s continuous service with the Company at each vesting date. There are no arrangements or understandings between Mr. Edick and any other persons pursuant to which Mr. Edick was selected as a director. There are no transactions, or proposed transactions, during the last two years with the Company to which Mr. Edick was or is to be a party, in which Mr. Edick, 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. Edick and any other director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure.
On July 29, 2016, the Company issued a press release announcing Mr. Edick’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 99.1 Press Release, dated July 29, 2016, “Paul Edick Joins Sucampo’s Board of Directors”
Number
Exhibit Description
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: July 29, 2016 | By: | /s/ Andrew P. Smith |
| Andrew P. Smith | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit |
|
|
99.1 |
| Press Release, dated July 29, 2016, “Paul Edick Joins Sucampo’s Board of Directors” |
EXHIBIT 99.1
Paul Edick Joins Sucampo’s Board of Directors
ROCKVILLE, Md., July 29, 2016 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today announced that Paul Edick will join Sucampo's Board of Directors on August 1. Mr. Edick is the former CEO of Durata Therapeutics and currently the founding partner of 3G Advisors.
"I am pleased to welcome Paul to Sucampo’s Board of Directors," said Peter Greenleaf, Chairman and Chief Executive Officer of Sucampo. “Paul is a well-rounded and seasoned chief executive with a depth of experience in building and leading specialty pharmaceutical companies. With the addition of Paul, we have assembled a world-class Board of Directors with the experience to help Sucampo execute on our growth strategy focused on diversification of our portfolio of commercial and development-stage products."
Mr. Edick brings over 35 years of experience in the life sciences industry to Sucampo. He has extensive commercial and senior operational experience, most recently serving as chief executive officer and a board member of Durata Therapeutics, Inc. from July 2010 to November 2014. From 2008 to 2010, Mr. Edick was chief executive officer of Ganic Pharmaceuticals, Inc., a Warburg Pincus investment search vehicle, and prior to that he was chief executive officer at MedPointe Healthcare, Inc. He has also held a number of senior positions at GD Searle & Company, and at Pharmacia Corporation following its acquisition of the company, culminating in his appointment as Pharmacia’s Group Vice President and President for Asia and Latin America.
Mr. Edick received his B.A. in psychology from Hamilton College. Mr. Edick currently serves as a director for PDL BioPharma, Inc.; NewLink Genetics, Inc. and Neos Therapeutics, Inc. He also serves as Chairman of the Board of Iterum Therapeutics, a private company.
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 two marketed products – AMITIZA, its lead product, and RESCULA – and a pipeline of product candidates in clinical development. A global company, Sucampo is headquartered in Rockville, 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.
Follow us on Twitter (@Sucampo_Pharma). Follow us on LinkedIn (Sucampo Pharmaceuticals).
Twitter LinkedIn
Contact:
Sucampo Pharmaceuticals, Inc.
Silvia Taylor
Senior Vice President, Investor Relations and Corporate Affairs
1-240-223-3718
staylor@sucampo.com