0001144204-09-006484.txt : 20090210 0001144204-09-006484.hdr.sgml : 20090210 20090210121731 ACCESSION NUMBER: 0001144204-09-006484 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Barlow David S CENTRAL INDEX KEY: 0001299065 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 781-416-3606 MAIL ADDRESS: STREET 1: 640 LEWIS WHARF CITY: BOSTON STATE: MA ZIP: 02110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Molecular Insight Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001340752 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043412465 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82504 FILM NUMBER: 09584416 BUSINESS ADDRESS: STREET 1: 160 SECOND STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-492-5554 MAIL ADDRESS: STREET 1: 160 SECOND STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13D/A 1 v139408_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MOLECULAR INSIGHT PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

60852M104

(CUSIP Number of Class of Securities)

David S. Barlow

640 Lewis Wharf

Boston, Massachusetts 02110

(617) 922 5422

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

with copies to:
Greenberg Traurig, LLP One International Place, 20th Floor Boston, Massachusetts 02110 Attention: Jonathan Bell, Esq. Telephone: (617) 310-6038	Greenberg Traurig, LLP One International Place, 20th Floor Boston, Massachusetts 02110 Attention: Mark Berthiaume, Esq. Telephone: (617) 310-6007
February 10, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be ‘‘filed’’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (‘‘Act’’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 3 PAGES

SCHEDULE 13D

Introductory Note

This Amendment No. 1 amends the Schedule 13D originally filed with the Securities and Exchange Commission by David S. Barlow on January 30, 2009 with respect to the common stock, par value $0.01 per share (the “Common Shares”), of Molecular Insight Pharmaceuticals, Inc., a Massachusetts corporation (the “Issuer”)(the initial Schedule 13D is herein referred to as the “Original 13D”). Unless specifically amended hereby, the disclosures set forth in the Original 13D shall remain unchanged.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Original 13 D is hereby amended and supplemented with the following disclosure:

On February 10, 2009, Mr. Barlow delivered to the board of directors of the Issuer (the “Board”) the letter filed herewith as Exhibit 2, which is incorporated herein by reference. Mr. Barlow desires to continue to engage in discussions with management of the Issuer and members of the Board concerning the business, operations and future plans of the Issuer, as well as measures Mr. Barlow believes will improve shareholder value for the benefit of the Issuer’s stockholders. Such measures include, without limitation, the exploration of strategic alternatives to maximize the value of the Issuer.

Except as set forth in this Item 4, Mr. Barlow has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Mr. Barlow, at any time and from time to time, may review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. Depending on various factors including, without limitation, the Issuer’s financial position and business strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Mr. Barlow may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, seeking Board representation; making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer; engaging in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board, regarding, among other items, its business, operations, policies, management, structure, operations or capitalization; purchasing additional Common Shares; selling some or all of his Common Shares; and/or changing his intention with respect to any and all matters referred to in this Item 4.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Original 13D is amended by adding the following exhibit thereto:

Exhibit 2 – Letter from David S. Barlow to the Board of Directors of Molecular Insight Pharmaceuticals, Inc., dated February 10, 2009.

PAGE 2 OF 3 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: February 10, 2009



		/s/ David S. Barlow
		David S. Barlow

PAGE 3 OF 3 PAGES

EX-99.2 2 v139408_ex99-2.htm

David S. Barlow

640 Lewis Wharf

Boston, Massachusetts 02110

February 10, 2009

Anthony F. Martin, PhD

Chairman, Board of Directors

Molecular Insight Pharmaceuticals, Inc

160 Second Street

Cambridge, Massachusetts 02142

Dear Dr. Martin:

Thank you for your response to my letter of January 30, 2009. While I appreciate your words of commitment to creating shareholder value, I look forward to related evidence and results. Given my many concerns regarding the Company’s management, governance practices and direction, I also appreciate your invitation to meet with Board representatives to discuss each in more detail.

My most immediate concern, a response to which was notably absent from your letter, is your election of John Babich as CEO and President announced on February 2, 2009. This decision, which followed a six month search, demonstrates the Board’s inability, planned or unplanned, to recruit an experienced CEO with a proven track record of building significant and sustainable value for patients and shareholders.

This failure is particularly disturbing given Molecular Insight’s robust product pipeline, innovative proprietary technologies, strong cash balance and clear market opportunities; a rare combination which should have attracted the industry’s very best talent. Surprisingly, your search concluded Mr. Babich was the most qualified CEO candidate. Further, this decision is inconsistent with the Board’s assessment of Mr. Babich’s management style and skills. This evaluation resulted in the Board’s encouragement and full support of the Company’s management reorganization last summer in which Mr. Babich’s responsibilities were reduced to focus on research. While Mr. Babich is among the world’s finest radiopharmaceutical chemists and researchers, he lacks the skills and experience necessary to effectively lead the Company toward its significant potential.

Why did the Board make this decision? Why did you select a candidate who has only worked in this one company and never directly managed, among other things; (1) the development of a biopharmaceutical product beyond Phase 2, (2) the launch or commercialization of a biopharmaceutical product, (3) the completion of a corporate partnership of any kind, (4) a successful corporate financing or (5) the implementation of an effective external communications program? While I appreciate the role of a responsible Board, who is truly in charge of this Company? Do you believe the management structure outlined in your February 2, 2009 announcement is in the best interest of the shareholders? Is the Board continuing to search for a high quality CEO?

Molecular Insight deserves a proven leader who has built high performance organizations which delivered significant value to patients and shareholders.


		Sincerely,

		/s/ David S. Barlow
		David S. Barlow