-----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, LhjVmWa+G//tCrE9klWsOOh/PbXLRPCkBjc3skh6UI5gM14R8f8j7L5gwzYz6I+w xKnoxU3Xt2j8UmD9cGxwcA== 0001275287-06-001396.txt : 20060315 0001275287-06-001396.hdr.sgml : 20060315 20060315120125 ACCESSION NUMBER: 0001275287-06-001396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060310 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: 20060315 DATE AS OF CHANGE: 20060315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZYMOGENETICS INC CENTRAL INDEX KEY: 0001129425 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911144498 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33489 FILM NUMBER: 06687290 BUSINESS ADDRESS: STREET 1: 1201 EASTLAKE AVENUE E CITY: SEATTLE STATE: WA ZIP: 98102 BUSINESS PHONE: 206-442-6600 MAIL ADDRESS: STREET 1: 1201 EASTLAKE AVENUE E CITY: SEATTLE STATE: WA ZIP: 98102 8-K 1 zi5142.txt 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 March 10, 2006 Date of Report (Date of earliest event reported) ---------- ZYMOGENETICS, INC. (Exact name of registrant as specified in its charter) Washington 0-33489 91-1144498 (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 1201 Eastlake Avenue East Seattle, Washington 98102-3702 (Address of principal executive offices) (Zip Code) 206-442-6600 (Registrant's telephone number, including area code) (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): [ ] 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 March 10, 2006, Judith A. Hemberger, Ph.D. was appointed to the ZymoGenetics, Inc. Board of Directors. Dr. Hemberger is not serving on any committees of the Board of Directors at this time. A press release announcing the election of Dr. Hemberger, dated March 13, 2006, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 99.1 Press Release issued March 13, 2006 by ZymoGenetics, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZYMOGENETICS, INC. Date: March 14, 2006 By: /s/ JAMES A. JOHNSON ------------------------- Name: James A. Johnson Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Document Description - -------------- --------------------------------------------------------- 99.1 Press release issued March 13, 2006 by ZymoGenetics, Inc. EX-99.1 2 zi5142ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 CONTACT - ------- Investor Relations Media Relations John Calhoun, M.D., MBA Susan W. Specht, MBA Director, Corporate Communications & Corporate Communications Manager Investor Relations (206) 442-6592 (206) 442-6744 FOR IMMEDIATE RELEASE - --------------------- DR. JUDITH HEMBERGER JOINS ZYMOGENETICS BOARD OF DIRECTORS - DRUG DEVELOPMENT VETERAN NAMED TO BIOTECH BOARD - Seattle, March 13, 2006-- ZymoGenetics, Inc. (Nasdaq: ZGEN) today announced that Judith A. Hemberger, Ph.D. has joined the company's Board of Directors. Dr. Hemberger has many years of global pharmaceutical and biotech industry executive experience. "Judith Hemberger has overseen successful biotech and pharmaceutical companies, and her insight will be of significant value to ZymoGenetics as we continue to move product candidates through the clinic," said Bruce L. A. Carter, Ph.D., President and Chief Executive Officer of ZymoGenetics. He added, "Her expertise in global medical affairs, regulatory affairs and commercial development will be an asset, adding further depth to an already strong Board." Judith Hemberger, Ph.D., is an experienced biotech industry executive with over 25 years of global pharmaceutical and biotech industry experience. Dr. Hemberger recently announced her retirement from Pharmion Corporation, effective April 1, 2006, where she was a founder and has served as its Executive Vice President and Chief Operating Officer and a director since its inception in 2000. From 1997 to 1999, she worked as a consultant to various healthcare companies. During this period she also served as a Senior Vice President of Business Development at AVAX Technologies, Inc., a vaccine technology company. From 1979 to 1997, Dr. Hemberger worked in various capacities at Marion Laboratories, a pharmaceutical company, and its successor companies Marion Merrell Dow and Hoechst Marion Roussel, where she led a number of strategic functions including Professional Education, Global Regulatory Affairs, Global Medical Affairs and Commercial Development. Her final role at Hoechst Marion Roussel was Senior Vice President of Global Drug Regulatory Affairs. Dr. Hemberger received a B.S. in biology and chemistry from Mount St. Scholastica College (St. Benedictine College), a Ph. D. in Pharmacology from the University of Missouri and an M.B.A from Rockhurst College. Dr. Hemberger currently serves on the board of directors of Myogen, Inc., Perrigo Company, PRA International and Renovis, Inc. About ZymoGenetics - ------------------ ZymoGenetics creates novel protein drugs that will significantly help patients fight their diseases. The Company is developing a diverse pipeline of potential proprietary product candidates that are moving into and through clinical development. These candidates span a wide array of clinical opportunities that include bleeding, autoimmune diseases and cancer. ZymoGenetics intends to commercialize these product candidates through internal development, collaborations with partners, and out-licensing of patents from its extensive patent portfolio. For further information, visit www.zymogenetics.com. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current intent and expectations of the management of ZymoGenetics. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. ZymoGenetics' actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements because of risks associated with our unproven discovery strategy, preclinical and clinical development, regulatory oversight, intellectual property claims and litigation and other risks detailed in the company's public filings with the Securities and Exchange Commission, including the company's Annual Report on Form 10-K for the year ended December 31, 2004. Except as required by law, ZymoGenetics undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise. ### -----END PRIVACY-ENHANCED MESSAGE-----