SEC Filing | Mallinckrodt

View:

Download DOC

Download PDF

Download XLS

Form 8-K Filing

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) December 15, 2014

Sucampo Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33609	30-0520478
(State or Other Juris- diction 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 December 10, 2014, the registrant announced that the Board of Directors of the Company (the "Board") (i) voted to increase the authorized size of the Board by one, from seven to eight, effective December 10, 2014, and (ii) appointed John H. Johnson to the Board as a Class III member to fill the new vacancy on the Board, effective December 10, 2014. Mr. Johnson is not currently expected to be appointed to any committee of the Board. Mr. Johnson's compensation will be similar to other non-employee directors of the registrant, which is described under Board Compensation in the registrant's proxy statement filed with the SEC on March 28, 2014.

Mr. Johnson brings more than 30 years of leadership experience in the pharmaceutical and biotechnology industry to Sucampo. He has held executive management roles at leading global corporations, including Johnson & Johnson, Eli Lilly & Company, ImClone and Pfizer, Inc. He recently served as a member of the board of directors of Pharmaceutical Research and Manufacturers of America (PhRMA) and as a member of the Health Section Governing Board of Biotechnology Industry Organization (BIO). He also served as chairman, president and chief executive officer of Dendreon Corporation and as chief executive officer and Board member of Savient Pharmaceuticals, Inc. Prior to these roles, Mr. Johnson served as president of Eli Lilly & Company's Oncology Unit following its 2008 acquisition of Imclone Systems, Inc., where he served as chief executive officer and Board member. Before joining Imclone, he held various executive roles of increasing responsibility, including Company Group Chairman of Biopharmaceuticals at Johnson & Johnson, where he was responsible for the Johnson & Johnson Biotechnology, Immunology and Oncology commercial businesses. Earlier in his career, Mr. Johnson held multiple executive positions at Parkstone Medical Information Systems, Inc., Ortho-McNeil Pharmaceutical Corp. and Pfizer, Inc. Mr. Johnson served as the chairman of Tranzyme Pharma, Inc. and as a member of the board of BioNJ. Mr. Johnson currently serves as a member of the board of directors of Cempra Pharmaceuticals, Inc., Histogenics and Portola Pharmaceuticals.

There are no arrangements or understandings between Mr. Johnson and any other persons pursuant to which Mr. Johnson was selected as a director. There are no transactions, or proposed transactions, during the last two years with the registrant to which Mr. Johnson was or is to be a party, in which Mr. Johnson, 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. Johnson and any other director or executive officer of the Company.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits

	99.1 Press Release issued by the registrant on December 15, 2014.

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:	December 15, 2014	By:	/s/ THOMAS J. KNAPP
			Name:	Thomas J. Knapp
			Title:	EVP, Chief Legal Officer and Corporate Secretary

Sucampo Appoints John H. Johnson to Board of Directors

EXHIBIT 99.1

Sucampo Appoints John H. Johnson to Board of Directors

BETHESDA, Md., Dec. 15, 2014 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (Nasdaq:SCMP), a global biopharmaceutical company, today announced the appointment of John H. Johnson, founder, Plum Brook Advisors, to its board of directors (Board).

"We are pleased to welcome John to our Board during Sucampo's continued evolution," said Peter Greenleaf, chief executive officer of Sucampo. "As a recognized leader in the biopharmaceutical industry who has tremendous experience in building and growing science-focused companies, John will be instrumental as we continue to execute on our strategic objectives, accelerate the development of our pipeline, and diversify our science."

"I am excited about the opportunity to join Sucampo's board of directors and leadership team," said John H. Johnson. "I look forward to contributing to Sucampo's future growth and success developing and diversifying its pipeline and its delivery to patients in need and healthcare providers around the world."

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^® and RESCULA^® – and a pipeline of drug candidates in clinical development. A global company, Sucampo is headquartered in Bethesda, Maryland, and has operations in Japan, Switzerland and the United Kingdom. For more information, please visit www.sucampo.com.

The Sucampo logo is the registered trademark and the tagline, The Science of Innovation, is a pending trademark of Sucampo AG. AMITIZA is a registered trademark of Sucampo AG. RESCULA is a registered trademark of R-Tech Ueno, Ltd, and has been licensed to Sucampo AG.

Twitter LinkedIn

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 U.S. 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 Forms 8-K and 10-K, which Sucampo incorporates by reference.

CONTACT: Sucampo Pharmaceuticals, Inc.
         Silvia Taylor
         Senior Vice President, Investor Relations
         and Corporate Communications
         1-240-223-3718
         staylor@sucampo.com