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 29, 2013
ANTARES PHARMA, INC.
(Exact name of registrant specified in its charter)
Delaware | 1-32302 | 41-1350192 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Princeton South, Suite 300, Ewing, NJ | 08628 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone, including area code: (609) 359-3020
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. |
(d) On July 29, 2013, the Board of Directors (the Board) of Antares Pharma, Inc. (the Company) increased the size of the Board to eight members and, upon the recommendation of the Governance and Nominating Committee of the Board, appointed Robert P. Roche, Jr. to the Board as a Class II Director. Mr. Roches term will expire at the Companys 2015 Annual Meeting of Stockholders.
Following Mr. Roches appointment, it is expected that Mr. Roche will be compensated pursuant to the Companys independent director compensation plan including, without limitation, an initial grant of options to purchase 20,000 shares of the Companys common stock at an exercise price per share that is equal to the closing price per share of the Companys common stock on the date of the grant. Mr. Roche will also receive restricted shares of common stock, which will represent his prorated portion of the shares issued to directors in lieu of their annual stock option grant. The number of restricted shares issued to Mr. Roche will have a fair value equivalent to the fair value of the options that would have been granted based on a valuation using a Black-Scholes calculation. The Board is expected to approve these grants at its next regularly scheduled meeting.
A copy of the Companys press release announcing the appointment of Mr. Roche to the Board is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit | Description | |
99.1 | Press Release by Antares Pharma, Inc., dated July 30, 2013, announcing the appointment of Robert P. Roche, Jr. to the Board of Directors. |
SIGNATURES
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.
ANTARES PHARMA, INC. | ||||
Date: August 2, 2013 | By: | /s/ Paul K. Wotton | ||
Name: Dr. Paul K. Wotton Title: President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit | Description | |
99.1 | Press Release by Antares Pharma, Inc., dated July 30, 2013, announcing the appointment of Robert P. Roche, Jr. to the Board of Directors. |
Exhibit 99.1
NEWS RELEASE
ANTARES PHARMA WELCOMES ROBERT P. ROCHE JR. TO BOARD OF DIRECTORS
EWING, NJ, July 30, 2013 Antares Pharma, Inc. (NASDAQ: ATRS) today announced the election of Robert P. Roche Jr. to the Companys Board of Directors.
Mr. Roche has served as principal of Robert Roche Associates LLC, a consulting firm providing guidance to the pharmaceutical and healthcare industries since February 2010. From January 1995 through February of 2010, Mr. Roche led commercial operations at Cephalon, Inc., a global biopharmaceutical company. Prior to his retirement from Cephalon, Mr. Roche held the position of Executive Vice President, Worldwide Pharmaceutical Operations, in which capacity he oversaw several successful new product launches.
Leonard S. Jacob, M.D., Ph.D., Chairman of the Board of Antares Pharma, stated, The addition of Bob Roche to our Board is welcomed and timely. His background and success in commercial operations and product launches will serve to complement the experienced sales and marketing team that Antares has assembled. Subject to FDA approval, the Company plans to launch OTREXUP for the treatment of rheumatoid arthritis early next year.
I am excited to be joining the Board of Antares Pharma at this point in the Companys growth, said Robert P. Roche Jr. The Company has developed a comprehensive commercialization plan for OTREXUP which I am confident will result in a well-coordinated launch early next year. The launch plan will also serve as a template for other drug-device combination products in their pipeline, such as QS T for Testosterone Replacement Therapy. added Mr. Roche.
Mr. Roche was elected unanimously by the Companys Board of Directors at the recommendation of the Nomination and Governance Committee. Before joining Cephalon, Mr. Roche served as Director and Vice President, Worldwide Strategic Product Development for SmithKline Beechams central nervous system and gastrointestinal products business. Prior to that, he held senior marketing positions in Canada and Spain and had product planning responsibilities for SmithKline in Latin America. Mr. Roche began his pharmaceutical career in 1982 with SmithKline & French as a U.S. Pharmaceutical sales representative. He is a graduate of Colgate University and earned an MBA from the Wharton School at the University of Pennsylvania.
Paul K. Wotton, Ph.D., President and Chief Executive Officer, stated, I am pleased to have someone with Bobs wide ranging experience join our Board. Bobs track record of success speaks for itself, his extensive commercial and product launch experience will be invaluable as we continue to execute against our strategic plan and complete our transition to a specialty pharmaceutical company.
About Antares Pharma
Antares Pharma focuses on self-administered parenteral pharmaceutical products and topical gel-based medicines. The Company is developing OTREXUP, a combination product for the delivery of methotrexate using Medi-Jet technology for the treatment of rheumatoid arthritis, poly-articular-course juvenile rheumatoid arthritis and psoriasis, as well as VIBEX QS T for testosterone replacement therapy. The Companys technology platforms include VIBEX disposable Medi-Jet, disposable multi-use pen injectors and Vision reusable needle-free injectors marketed as Tjet® and Zomajet® by Teva Pharmaceutical Industries, Ltd (Teva) and Ferring Pharmaceuticals (Ferring), respectively. Antares Pharma has a multi-product deal with Teva that includes Tev-Tropin® human growth hormone (hGH), VIBEX epinephrine and several other products. Antares Pharmas partnership with Ferring includes Zomacton® hGH. In the U.S. Antares has received FDA approval for Gelnique 3%, a treatment for overactive bladder that is marketed by Actavis. Elestrin® (estradiol gel) is FDA approved for the treatment of moderate-to-severe vasomotor symptoms associated with menopause, and is marketed in the U.S. by Meda Pharma. Antares Pharma has two facilities in the U.S. The Parenteral Products Group located in Minneapolis, Minnesota directs the manufacturing and marketing of the Companys reusable needle-free injection devices and related disposables, and develops its disposable pressure-assisted Medi-Jet and pen injector systems. The Companys corporate office and Product Development and Commercial Groups are located in Ewing, New Jersey.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are indicated by the words may, will, plans, intends, believes, expects, anticipates, potential, could, would, should, and similar expressions. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, among others, changes in revenue growth and difficulties or delays in the initiation, progress, or completion of product development. In addition, the OTREXUP and QuickShot testosterone products referred to in this press release have not yet been approved by the FDA, and the commercialization of OTREXUP and QuickShot testosterone are dependent on the Company receiving FDA approval of these products. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the Risk Factors section of the Companys Annual Report on Form 10-K for the year ended December 31, 2012, and in the Companys other periodic reports and filings with the Securities and Exchange Commission. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. All forward-looking statements are based on information currently available to the Company on the date hereof, and the Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
Contact:
Jack Howarth
Vice President, Corporate Affairs
609-359-3016
jhowarth@antarespharma.com
2 of 2