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): September 7, 2017
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)
N/A
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2017, the Board of Directors of Sucampo Pharmaceuticals, Inc (the Company) appointed Mr. Alex Driggs as the Company’s General Counsel and Corporate Secretary, effective immediately. Mr. Driggs, 41, joined the Company in May 2015 as Associate General Counsel, was appointed its Deputy General Counsel in September 2015 and has most recently served as Acting General Counsel and Corporate Secretary since June 2017. Prior to joining Sucampo, from January 2013 through May 2015, Mr. Driggs was an independent legal consultant for biotechnology clients. From March until December 2012, Mr. Driggs served as Senior Counsel in Amgen Inc.’s Licensing & Alliance Management Group. The Company and Mr. Driggs will enter into an employment agreement pursuant to which Mr. Driggs will (i) receive an initial annual base salary of $310,000, (ii) be eligible to receive annual bonuses in accordance with the Company’s non-equity incentive plan and other benefits available to executive officers of the Company, (iii) be eligible to receive severance payments under certain circumstances, and (iv) be subject to standard restrictions on competition or interference with the Company following termination. In addition, on September 7, Mr. Driggs was awarded a one-time promotion bonus in the amount of $75,000. The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which will be filed as an exhibit to the Company's periodic report for the relevant fiscal period. As an executive officer of the Company Mr. Driggs will enter into the Company's standard form of indemnification agreement, a copy of which has been filed on November 9, 2016 as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016. There are no arrangements or understandings between Mr. Driggs and any other persons pursuant to which Mr. Driggs was appointed as an officer of the Company. There are no transactions, or proposed transactions, during the last two years with the Company to which Mr. Driggs was or is to be a party, in which Mr. Driggs, 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. Driggs and any other director or executive officer of the Company. The Company’s press release regarding the appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Press Release issued by the registrant on September 20, 2017.
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: September 20, 2017 | By: | /s/ Peter P. Pfreundschuh |
| Peter P. Pfreundschuh | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Sucampo Pharmaceuticals Appoints Alex Driggs as General Counsel
ROCKVILLE, Md., Sept. 20, 2017 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today announced the appointment of Alex Driggs to General Counsel and Corporate Secretary. Mr. Driggs joined Sucampo in May 2015 as Associate General Counsel, was appointed its Deputy General Counsel in September 2015, and has most recently served as Acting General Counsel and Corporate Secretary since June 2017.
Prior to joining Sucampo, from January 2013 through May 2015, Mr. Driggs was an independent legal consultant for biotechnology clients. From March until December 2012, Mr. Driggs served as Senior Counsel in Amgen Inc.’s Licensing & Alliance Management Group. From 2009 until 2012, Mr. Driggs was the Associate General Counsel for Micromet, Inc., a public biotechnology company that developed blinatumomab and other innovative antibody products. Mr. Driggs began his legal career at Cooley LLP as an associate in the Life Sciences and Technology Transactions groups.
“Alex has extensive experience advising biotechnology and life sciences companies, and he has become an integral part of the Sucampo team in recent years,” said Peter Greenleaf, Chief Executive Officer of Sucampo. “He has a proven track record of offering expert legal counsel to our management and board of directors and we look forward to Alex’s increasingly important role as we advance our strategy to grow and advance our late-stage pipeline in highly specialized areas of significant unmet medical need.”
Mr. Driggs received his law degree from New York University School of Law and his undergraduate degree in Philosophy from Harvard University. He is a member of the Virginia State Bar.
About Sucampo Pharmaceuticals, Inc.
Sucampo Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of highly specialized medicines. Sucampo has a late-stage pipeline of product candidates in clinical development for orphan disease areas, including VTS-270, a mixture of 2-hydroxypropyl-B-cyclodextrins with a specific compositional fingerprint that has been granted orphan designation in the U.S. and Europe and is in a pivotal Phase 2/3 clinical trial for the treatment of Niemann-Pick Disease Type C-1, a rare progressive genetic disorder. VTS-270 has also been granted breakthrough therapy designation in the U.S. Sucampo has an exclusive option for the North American rights to CPP-1X/sulindac, which is in Phase 3 development for the treatment of familial adenomatous polyposis and has been granted orphan drug designation in the U.S. The company has two marketed products – AMITIZA and RESCULA. 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