0001193125-12-139801.txt : 20120329 0001193125-12-139801.hdr.sgml : 20120329 20120329161459 ACCESSION NUMBER: 0001193125-12-139801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120327 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDENIX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001093649 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 450478605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49839 FILM NUMBER: 12724128 BUSINESS ADDRESS: STREET 1: 60 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-995-9800 MAIL ADDRESS: STREET 1: 60 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: NOVIRIO PHARMACEUTICALS LTD DATE OF NAME CHANGE: 19990820 8-K 1 d326221d8k.htm FORM 8-K Form 8-K

 

 

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): March 27, 2012

 

 

IDENIX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-49839   45-0478605

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

60 Hampshire Street
Cambridge, MA		   02139
(Address of principal executive offices)   (Zip Code)

(617) 995-9800

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

 

(d)    Novartis Pharma AG Nominates a Designee to Board

On March 27, 2012, Novartis Pharma AG (“Novartis”) nominated Brian Goff as one of its two designees to the Board of Directors (the “Board”) of Idenix Pharmaceuticals, Inc. (the “Company”). Previously, Messrs. Robert Pelzer and Anthony Rosenberg had served as Novartis’ two designees to the Company’s Board. Mr. Rosenberg has resigned from the Board. Mr. Pelzer will remain on the Board as a Novartis designee. Mr. Goff, who currently holds the position of Vice President and Head of the Primary Care and Established Medicines business unit of Novartis Pharmaceuticals Corporation, a part of the Novartis Group is expected to serve as a non-voting observer on the Audit Committee of the Board. Mr. Pelzer will continue to serve as a non-voting observer to each of the Compensation Committee and Nominating and Corporate Governance Committee of the Board. Neither Mr. Goff nor Mr. Pelzer will receive any compensation for their services as directors on the Board.

Relationship with Novartis Pharma AG

In May 2003, the Company entered into a collaboration with Novartis relating to the worldwide development and commercialization of certain of its product candidates. The Company’s relationship with Novartis includes a number of arrangements that affect its corporate governance, including a stockholders’ agreement, as amended and restated in July 2004 and amended in April 2011. Regarding Board designees, under the stockholders’ agreement the Company has:

 

  •  

agreed to use its reasonable best efforts to nominate for election as a director at least two designees of Novartis for so long as Novartis and its affiliates own at least 30% of the Company’s voting stock and at least one designee of Novartis for so long as Novartis and its affiliates own at least 19.4% of the Company’s voting stock; and

 

  •  

agreed that for so long as any designee of Novartis serves on the Board, a Novartis director designee is entitled to be a member of each committee of the Board or a non-voting observer to any such committee, if such committee membership is barred by applicable law, rule or regulation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

    IDENIX PHARMACEUTICALS, INC.
Date:   March 29, 2012     By:   /s/ Maria D. Stahl
            Maria D. Stahl
            Senior Vice President and General Counsel