-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KV2/wozkGCzdsMtGBWKS6TselDobHSnmbNVZMbAUfn17Pq6NpoNSUOjxR7ztmtw8 4g7RtmhvaeNBeCRP/QwACw== 0001157523-06-007162.txt : 20060724 0001157523-06-007162.hdr.sgml : 20060724 20060724080017 ACCESSION NUMBER: 0001157523-06-007162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060724 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060724 DATE AS OF CHANGE: 20060724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 06975396 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 a5193347.txt ANTIGENICS, INC. 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 July 18, 2006 Date of Report (Date of earliest event reported) - -------------------------------------------------------------------------------- ANTIGENICS INC. (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- DELAWARE 000-29089 06-1562417 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 630 Fifth Avenue, Suite 2100 New York, NY 10111 10111 (Address of principal executive offices) (Zip Code) 212-994-8200 (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 (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 Principal Officers; Election of Directors; Appointment of Principal Officers On July 24, 2006, Antigenics Inc. announced that Peter Thornton, Senior Vice-President and Chief Financial Officer as well as principal financial officer and principal accounting officer would be resigning in September. Effective upon his resignation, Shalini Sharp will become Vice-President and Chief Financial Officer as well as principal financial officer and Christine Klaskin will become Vice-President Finance and principal accounting officer. The full text of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this current report on Form 8-K. Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibit is furnished herewith: 99.1 Press Release dated July 24, 2006 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. ANTIGENICS INC. Date: July 24, 2006 By: /s/ Garo H. Armen ----------------- Garo H. Armen, Ph.D. Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated July 24, 2006 EX-99.1 2 a5193347ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Shalini Sharp to Succeed Peter Thornton as Antigenics' Chief Financial Officer NEW YORK--(BUSINESS WIRE)--July 24, 2006--Antigenics Inc. (NASDAQ: AGEN) today announced that Shalini Sharp, currently senior director of strategic planning and corporate development, will be appointed as the company's chief financial officer and vice president as of September 30. Peter Thornton, who has been CFO since 2004, will be stepping down and plans to return to Ireland with his family. "The decision to leave Antigenics has been a difficult one. It has been both a pleasure and a privilege to work with Antigenics, surrounded by people of integrity and enormous energy and vision," said Mr. Thornton. "Peter has done an outstanding job in bringing Antigenics' financial capabilities to the top tier. Just as importantly, he is also an individual of incomparable integrity and personal and management qualities," said Garo H. Armen, PhD, chairman and CEO of Antigenics. "Shalini has provided us with indispensable strategic and financial counsel over the years. With her impeccable credentials and knowledge of our company, we anticipate a particularly seamless transition. As a member of our executive management team, she will continue to contribute in her exceptional strategic capacity as well as assuming the additional operational role with which she has worked so closely in the past." Since joining Antigenics in 2003, Ms. Sharp has been a member of the senior management team, managing strategic planning, investor relations, and financing and acquisition transactions. Prior to this, she was director of strategic planning at Elan Corporation, plc., where she served as chief of staff to the chairman of the board during the restructuring process and drove to completion a number of strategic corporate and financial transactions. Ms. Sharp was previously a management consultant at McKinsey & Company, specializing in pharmaceuticals and medical devices. She has also worked in investment banking at Goldman, Sachs & Company, primarily in the health care field. She received her BA and MBA from Harvard University. Antigenics also announced that Christine Klaskin has been promoted from director to vice president of finance. Ms. Klaskin joined Antigenics in 1996, after working as an audit manager at Arthur Andersen. A certified public accountant, she earned her Bachelor of Accountancy from The George Washington University. Ms. Klaskin will report in to Ms. Sharp. About Antigenics Antigenics (NASDAQ: AGEN) is working to develop treatments for cancers, infectious diseases and autoimmune disorders. The company's investigational product portfolio includes Oncophage(R) (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin(TM), a liposomal, third-generation platinum chemotherapeutic; ATRA-IV, a liposomal retinoic acid; AG-707, a therapeutic vaccine for the treatment of genital herpes; AU-801, a preclinical program targeting autoimmune disorders; and QS-21, an adjuvant being evaluated by Antigenics' corporate partners in several late-stage clinical trials. For more information, please visit www.antigenics.com. This press release contains forward-looking statements, including statements regarding the transition of responsibilities from Mr. Thornton to Ms. Sharp, and Ms. Sharp's anticipated future contributions to the company's strategy and operations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. Risks and uncertainties include, among others, the risk of disruption or loss of continuity that may be associated with management transition; and the factors described under Factors That May Impact Future Results in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Antigenics' Form 10-Q as filed with the Securities and Exchange Commission on May 12, 2006. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics' business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics' business and securities, investors should give careful consideration to these risks and uncertainties. The prior track record of Ms. Sharp does not assure Antigenics' future success. CONTACT: Antigenics Inc. Media Relations: Sunny Uberoi, 212-994-8206 suberoi@antigenics.com or Investor Relations: Shalini Sharp, 800-962-2436 ir@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----