FORM 8-K

IDENIX PHARMACEUTICALS, INC.

Date: April 3, 2014

/s/ Maria Stahl

Maria Stahl

Senior Vice President and General Counsel

0001193125-14-128899.txt : 20140403 0001193125-14-128899.hdr.sgml : 20140403 20140403083206 ACCESSION NUMBER: 0001193125-14-128899 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140328 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140403 DATE AS OF CHANGE: 20140403 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: 14740477 BUSINESS ADDRESS: STREET 1: 320 BENT STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 617-995-9800 MAIL ADDRESS: STREET 1: 320 BENT STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 FORMER COMPANY: FORMER CONFORMED NAME: NOVIRIO PHARMACEUTICALS LTD DATE OF NAME CHANGE: 19990820 8-K 1 d701776d8k.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 28, 2014

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.)


320 Bent Street Cambridge, MA		02141
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 28, 2014, Anthony Rosenberg informed Idenix Pharmaceuticals, Inc. (the “Company”) that he would resign as a member of the Board of Directors (the “Board”) effective immediately prior to the Company’s 2014 Annual Meeting of Stockholders (including any adjournment thereof) scheduled for June 5, 2014. Mr. Rosenberg had been nominated as a designee of Novartis Pharma AG (“Novartis”), pursuant to that Second Amended and Restated Stockholders Agreement entered into between the Company, Novartis and other stockholders on July 31, 2012 (the “Stockholders’ Agreement”). Mr. Rosenberg’s resignation was not caused by any disagreement with the Company on any matter related to the Company’s operations, policies or practices. At this time, the Company believes Novartis does not intend to designate a replacement candidate for Mr. Rosenberg but retains the right to do so under the Stockholders’ Agreement.

On March 28, 2014, the Board approved a resolution fixing the number of directors of the Company at seven effective immediately upon Mr. Rosenberg’s resignation.

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.