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): April 26, 2011
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
Delaware |
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000-31191 |
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04-3324394 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
8 Sylvan Way Parsippany, New Jersey |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (973) 290-6000
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
On April 26, 2011, the Board of Directors of The Medicines Company (the Company) elected John C. Kelly to serve as a director, effective immediately, and appointed him to serve on the Companys Audit Committee. Mr. Kelly joined the Board as a Class 1 Director and is scheduled to stand for re-election as a director at the Companys 2013 annual meeting of stockholders. A copy of the press release containing the announcement is included as Exhibit 99.1.
There is no arrangement or understanding between Mr. Kelly and any other persons pursuant to which he was elected as a director and Mr. Kelly is not, has not been, and is not currently proposed to be, a participant in any related person transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(c) |
Exhibits |
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99.1 Press release dated April 28, 2011 |
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.
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THE MEDICINES COMPANY | |
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Date: April 28, 2011 |
By: |
/s/ Paul M. Antinori |
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Paul M. Antinori |
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Senior Vice President and General Counsel |
Exhibit 99.1
Contact: Michael Mitchell
The Medicines Company
973-290-6000
investor.relations@themedco.com
FOR IMMEDIATE RELEASE:
THE MEDICINES COMPANY APPOINTS JOHN C. KELLY TO BOARD OF DIRECTORS
PARSIPPANY, NJ April 28, 2011 The Medicines Company (NASDAQ: MDCO) today announced the appointment of John C. Kelly to the Companys Board of Directors and Audit Committee of the Board. Mr. Kelly has more than 40 years of experience in accounting and finance, as well as a background in healthcare. He recently retired after serving as Vice President and Controller of Wyeth. Mr. Kelly also serves on the Boards of C.R. Bard and Horizon Blue Cross and Blue Shield of New Jersey.
Mr. Kelly stated, The Medicines Companys expert focus on acute and intensive care in hospitals is particularly exciting. Throughout my experience, I have observed that innovation in this area of healthcare can make a substantial difference.
From October 2009 to February 2010, Mr. Kelly served as senior vice president, finance of Pfizer Inc. From June 2002 to March 2008, Mr. Kelly held several senior positions at Wyeth, including most recently, vice president and controller. Prior to joining Wyeth, where he handled a wide range of assignments in finance, he spent more than 35 years in public accounting at Arthur Andersen in various leadership capacities, including as the partner in charge of audit and business consulting practices in the New York metropolitan area. Mr. Kelly is currently a director of C.R. Bard, Inc., a medical device company, and Horizon Blue Cross Blue Shield of New Jersey. He is a certified public accountant and was an elected member of the Council of the American Institute of Certified Public Accountants. Mr. Kelly earned both his B.S. in business administration and M.B.A. in international finance from Seton Hall University.
About The Medicines Company
The Medicines Company (NASDAQ: MDCO) provides medical solutions to improve health outcomes for patients in acute and intensive care hospitals worldwide. These solutions comprise medicines and knowledge that directly impact the survival and well being of critically ill patients. The Medicines Companys website is www.themedicinescompany.com.
Statements contained in this press release about The Medicines Company that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words believes, anticipates and expects and similar expressions, including the Companys preliminary revenue results, are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Companys actual results, levels of activity, performance or achievements to be materially
The Medicines Company |
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8 Sylvan Way Parsippany, New Jersey 07054 |
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Tel: (973)290-6000 Fax: (973)656-9898 |
different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include the Companys ability to develop its global operations and penetrate foreign markets, whether the Companys products will advance in the clinical trials process on a timely basis or at all, whether the Company will make regulatory submissions for product candidates on a timely basis, whether its regulatory submissions will receive approvals from regulatory agencies on a timely basis or at all, whether physicians, patients and other key decision makers will accept clinical trial results, risks associated with the establishment of international operations, whether the Company is able to obtain or maintain patent protection for the intellectual property relating to the Companys products; and such other factors as are set forth in the risk factors detailed from time to time in the Companys periodic reports and registration statements filed with the Securities and Exchange Commission including, without limitation, the risk factors detailed in the Companys Annual Report on Form 10-K filed on March 15, 2011, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.
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