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): February 19, 2010
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2010, the registrant announced that Thomas J. Knapp was appointed as the registrant’s Senior Vice President, General Counsel and Corporate Secretary effective February 19, 2010.
Prior to joining Sucampo, Mr. Knapp was Vice President, General Counsel and Corporate Secretary at NorthWestern Corporation. Prior to joining NorthWestern Corporation, Mr. Knapp held senior in-house attorney positions at The Boeing Company and The Burlington Northern & Santa Fe Railway Company, and was Of Counsel at Paul, Hastings, Janofsky & Walker LLP.
The terms of Mr. Knapp’s employment include (1) an annual base salary of $240,000; (2) an annual incentive bonus equal to 30% of his then-current base salary; (3) an option to purchase 40,000 shares of the Company’s common stock at an exercise price of $3.49 per share, which option will vest annually with respect to 25% of the aggregate option granted. The equity awards were granted pursuant to the Company’s 2006 Incentive Plan.
The full text of the press release announcing Mr. Knapp’s appointment is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in Exhibit 99.1 to this Form 8-K 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, as amended, 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 5.02 shall be deemed to be furnished, and not filed:
99.1 Press Release announcing new executive appointments issued by the registrant on February 25, 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.
|
SUCAMPO PHARMACEUTICALS, INC. |
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Date: | February 25, 2010 | By: |
/s/ JAN SMILEK |
|
Name: |
Jan Smilek |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Press release announcing new executive appointments issued by the registrant on February 25, 2010 |
Exhibit 99.1
Sucampo Appoints Thomas J. Knapp as Senior Vice President, General Counsel and Corporate Secretary
BETHESDA, Md.--(BUSINESS WIRE)--February 25, 2010--Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) today announced the appointment of Thomas J. Knapp as Senior Vice President, General Counsel and Corporate Secretary, a newly-created position, effective February 19, 2010, reporting to James J. Egan, Chief Operating Officer of Sucampo Pharmaceuticals, Inc. Mr. Knapp will be responsible for all in-house and outside legal activities for Sucampo, including governance and compliance activities, contract administration and records retention.
Mr. Egan said, “Adding Tom to Sucampo’s management team significantly strengthens our ability to interact with our current and potential partners and other stakeholders as we pursue our corporate strategy of expanding Amitiza’s geographic reach and advance the commercialization and development of our other prostone product opportunities. We are delighted to have him join us.”
Mr. Knapp has over 20 years of corporate and large legal firm experience with regulated industries. Prior to joining Sucampo, Mr. Knapp was Vice President, General Counsel and Corporate Secretary at NorthWestern Corporation, in Washington, D.C., one of the largest publicly owned utilities serving the Upper MidWest and NorthWest regions of the U.S., during that company’s restructuring. While there, he had responsibility for all legal matters including mergers and acquisitions, restructuring, complex commercial transactions, financing instruments, Federal and State regulatory matters, Federal government affairs, risk management, project financing, regulatory proceedings, litigation, corporate governance, compliance, and supervising outside counsel. Prior to joining NorthWestern, Mr. Knapp held senior in-house attorney positions at The Boeing Company and The Burlington Northern & Santa Fe Railway Company, and was Of Counsel at Paul, Hastings, Janofsky & Walker LLP.
Mr. Knapp earned a B.A. in Political Science and Business from the University of Illinois-Urbana and his J.D. from Loyola University School of Law, in Chicago. He is licensed to practice law in Illinois, Florida, Texas, the District of Columbia and the U.S. Supreme Court.
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