0001145197-15-000009.txt : 20150210 0001145197-15-000009.hdr.sgml : 20150210 20150210171959 ACCESSION NUMBER: 0001145197-15-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20150210 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSULET CORP CENTRAL INDEX KEY: 0001145197 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33462 FILM NUMBER: 15595009 BUSINESS ADDRESS: STREET 1: 600 TECHNOLOGY PARK STREET 2: SUITE 200 CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978-600-7000 MAIL ADDRESS: STREET 1: 600 TECHNOLOGY PARK STREET 2: SUITE 200 CITY: BILLERICA STATE: MA ZIP: 01821 8-K 1 podd_201502108k.htm FORM 8-K PODD_2015.02.10 8K


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): February 10, 2015
INSULET CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-33462
04-3523891
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

600 Technology Park Drive
Suite 200
Billerica, Massachusetts 01821
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (978) 600-7000

Not Applicable
(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.    Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
Daniel Levangie’s Resignation as Lead Director and Appointment as Company’s President, Insulet Drug Delivery
On February 10, 2015, Daniel Levangie resigned as a member of Insulet Corporation’s (the “Company”) Board of Directors (the “Board”) in order to become an executive officer of the Company as President, Insulet Drug Delivery. Mr. Levangie had served on the Board since October 2011 and had been its Lead Director since May 2013. Mr. Levangie’s resignation as a member of the Board is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On February 10, 2015, the Company issued a press release regarding Mr. Levangie’s resignation as a member of the Board and his appointment as the Company’s President, Insulet Drug Delivery. A copy of the press release is attached as Exhibit 99.1 hereto.
Appointment of Dr. John Fallon as Lead Director
Effective February 10, 2015, the Board appointed current Board member Dr. John Fallon to serve as Lead Director of the Board.
On February 10, 2015, the Company issued a press release regarding Dr. Fallon’s appointment as Lead Director. A copy of the press release is attached as Exhibit 99.2 hereto.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
Description
99.1
Press Release dated February 10, 2015
99.2
Press Release dated February 10, 2015






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
INSULET CORPORATION
 
 
 
February 10, 2015
 
By:
 
/s/ Patrick J. Sullivan
 
 
 
 
Chief Executive Officer



EX-99.1 2 poddex991_201502108k.htm EX-99.1 PODD EX99.1_2015.02.10 8K
Exhibit 99.1



Insulet Further Enhances Executive Leadership Team to Drive Improved Commercial and Operational Performance

Appoints Daniel Levangie as President, Insulet Drug Delivery
Appoints Shacey Petrovic as Chief Commercial Officer


BILLERICA, MA - February 10, 2015 - Insulet Corporation (NASDAQ: PODD), the leader in tubeless insulin pump technology with its OmniPod® Insulin Management System, today announced the appointment of Daniel Levangie to the newly-created role of President, Insulet Drug Delivery, and Ms. Shacey Petrovic to the position of Chief Commercial Officer, both reporting directly to Patrick Sullivan, President and Chief Executive Officer. As President, Insulet Drug Delivery, Mr. Levangie will focus on developing new growth opportunities for use of the OmniPod technology in the administration of a range of pharmaceutical products. In her role as Chief Commercial Officer, Ms. Petrovic will oversee all of the Company’s commercial operations, including sales, marketing, managed care and business development. These appointments further strengthen the Company’s senior leadership capabilities.

“Both Dan and Shacey are proven healthcare industry leaders with exceptional product development and commercial track records, and they bring a breadth of experience to our company growth strategy,” said Patrick Sullivan, President and Chief Executive Officer. “Dan has served on our Board since 2011 and as lead director since 2013. I have great confidence that under his leadership our drug delivery business will thrive. Shacey will bring her extensive domestic and international commercial experience to Insulet to focus on our unique position in the treatment of insulin requiring patients.”

About Daniel Levangie:

With more than 40 years of commercial and operational experience, Mr. Levangie is a highly-distinguished and successful senior executive within the medical device industry. Most recently Mr. Levangie was Managing Partner of ATON Partners, LLC, a private healthcare investment firm and formerly served as the Chief Executive Officer and Director of Dune Medical Devices, Inc., a private medical device company. Prior to that, Mr. Levangie was a Principal and Managing Partner at Constitution Medical Investors, a private equity firm focused on the healthcare sector, which was acquired by Roche Diagnostics Corp. in July 2013.  

Earlier in his career, Mr. Levangie held a variety of executive management positions during his 15 years with Cytyc Corporation until its acquisition by Hologic, Inc. in October 2007. While at Cytyc, Mr. Levangie held positions that included Executive Vice President, Director and Chief Operating Officer, President and CEO of Cytyc Health Corporation, President of Cytyc Surgical Products and Chief Commercial Officer. Prior to joining Cytyc, Mr. Levangie held a number of sales and marketing leadership positions with Abbott Laboratories.

Mr. Levangie currently serves as Director of Exact Sciences (EXAS), Dune Medical Devices and CereVasc, LLC. He received his Bachelor's degree in Pharmacy from Northeastern University.





About Shacey Petrovic:

Shacey Petrovic is a seasoned expert with nearly two decades of experience in the medical device industry. She most recently served as President and Chief Executive Officer of Clinical Innovations, a developer and manufacturer of medical devices and diagnostics for women’s health. Ms. Petrovic has a long track record of success within commercial operations, including new product introduction, market share growth and business development.

Prior to Clinical Innovations, Ms. Petrovic served in a number of key roles during her 13 years with Hologic and Cytyc, including Vice President and General Manager of the company’s GYN Surgical Products Division. During her tenure, Ms. Petrovic also held various sales and marketing leadership roles in the U.S. and Europe. Previously, Ms. Petrovic served as an award-winning Pharmaceutical Sales Specialist at AstraZeneca. She earned her B.S. in Biology from the University of Wisconsin.

Inducement Grant:

On February 9, 2015, Ms. Petrovic was issued 56,965 restricted stock units and options to purchase 79,936 shares of the Company’s common stock. The exercise price of the stock option grant was the closing price of the Company's common stock on the date of the grant. These restricted stock units and stock option grants qualify as an employment inducement grant and are not being issued under an equity compensation plan approved by the Company's stockholders.

About Insulet Corporation:
 
Insulet Corporation (NASDAQ: PODD) is an innovative medical device company dedicated to making the lives of people with diabetes easier. Through its OmniPod Insulin Management System, Insulet seeks to expand the use of insulin pump therapy among people with insulin-dependent diabetes. The OmniPod is a revolutionary and easy-to-use tubeless insulin pump that features just two parts and a fully-automated cannula insertion. Insulet’s subsidiary, Neighborhood Diabetes, is a leading distributor of diabetes products and supplies, delivered through a high touch customer service model. To read inspiring stories of people with diabetes living their lives to the fullest with OmniPod, visit our customer blog, Suite D: http://suited.myomnipod.com. Founded in 2000, Insulet Corporation is based in Billerica, Massachusetts. For more information, please visit: http://www.myomnipod.com.

Investor Relations and Media Contact:

Deborah R. Gordon
Vice President, Investor Relations and Corporate Communications
(978) 600-7717
dgordon@insulet.com or ir@insulet.com

Forward-Looking Statement:

This press release contains forward-looking statements concerning Insulet's expectations, anticipations, intentions, beliefs or strategies regarding the future, including those related to future product development plans and commercial relationships. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on Insulet. There can be no assurance that future developments affecting Insulet will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by



these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company's dependence on its principal product, the OmniPod System; Insulet's ability to reduce production costs and increase customer orders and manufacturing volumes; adverse changes in general economic conditions; impact of healthcare reform laws; Insulet's ability to raise additional funds in the future on acceptable terms or at all; potential supply problems or price fluctuations with sole source or third-party suppliers on which Insulet is dependent; the potential establishment of a competitive bid program for conventional insulin pumps; failure by Insulet to retain supplier pricing discounts and achieve satisfactory gross margins; failure by Insulet to retain key supplier and payor partners; international business risks; Insulet's inability to secure and retain adequate coverage or reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod System; failure to retain key payor partners and their members; failure to retain and manage successfully Neighborhood Diabetes' Medicare and Medicaid business; potential adverse effects resulting from competition with competitors; technological change and product innovation adversely affecting the Company's business; potential termination of Insulet's license to incorporate a blood glucose meter into the OmniPod System or its inability to enter into new license agreements; Insulet's ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties, including claims that Insulet's current or future products infringe or misappropriate the proprietary rights of others; adverse regulatory or legal actions relating to the OmniPod System; failure of Insulet's contract manufacturers or component suppliers to comply with FDA's quality system regulations, the potential violation of federal or state laws prohibiting "kickbacks" or protecting the confidentiality of patient health information, or any challenge to or investigation into Insulet's practices under these laws; product liability lawsuits that may be brought against Insulet; reduced retention rates of our customer base; unfavorable results of clinical studies relating to the OmniPod System or the products of Insulet's competitors; potential future publication of articles or announcement of positions by diabetes associations or other organizations that are unfavorable to the OmniPod System; the concentration of substantially all of Insulet's operations at a single location in China and substantially all of Insulet's inventory at a single location in Massachusetts; Insulet's ability to attract and retain personnel; Insulet's ability to manage its growth; fluctuations in quarterly results of operations; risks associated with potential future acquisitions or investments in new businesses; Insulet's ability to generate sufficient cash to service all of its indebtedness; the expansion of Insulet's distribution network; Insulet's ability to successfully maintain effective internal control over financial reporting; the volatility of Insulet's common stock; risks related to future sales of its common stock or the conversion of any of the 2% Convertible Senior Notes due June 15, 2019; potential limitations on Insulet's ability to use its net operating loss carryforwards; anti-takeover provisions in its organizational documents; and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 28, 2014 in the section entitled "Risk Factors," and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.






EX-99.2 3 poddex992_201502108k.htm EX-99.2 PODD EX99.2_2015.02.10 8K
Exhibit 99.2




Insulet Appoints John Fallon, M.D. as New Lead Director

BILLERICA, MA - February 10, 2015 - Insulet Corporation (NASDAQ: PODD), the leader in tubeless insulin pump technology with its OmniPod® Insulin Management System, today announced that Dr. John Fallon has been appointed Lead Director of Insulet’s Board of Directors. Dr. Fallon has served on the Insulet Board since 2012 and replaces Daniel Levangie who is resigning from the Insulet Board in order to assume the newly-created role of President, Insulet Drug Delivery.

“Insulet has many exciting opportunities to capitalize on our core technology underpinning our innovative drug delivery devices,” said Mr. Levangie. “As I transition to Insulet’s executive leadership team, I am confident that John’s strong leadership, considerable industry and board experience and commitment to the Company make him ideally suited for the Lead Director role. I am confident that the Board and management will continue to benefit from his expertise and insights.”

About Dr. John Fallon:
 
Dr. John Fallon has served on Insulet’s Board since October 2012. He also serves on the Board of Directors of AMAG Pharmaceuticals. Since 2004, Dr. Fallon has served as the Chief Physician Executive and Senior Vice President of Blue Cross Blue Shield of Massachusetts. From 2000 to 2004, he held the position of Chief Executive Officer for Clinical Affairs at the State University of New York Medical Center. In 1995, Dr. Fallon became a founding Trustee of Partners Community HealthCare Inc. (PCHI), the Physician Network for Partners HealthCare System founded by The Massachusetts General Hospital and The Brigham and Women’s Hospital, and in 1998 he went on to become Chairman of PCHI. Dr. Fallon has also served as Founder, President and Chief Executive Officer of North Shore Health System, Chief Medical Executive and later Chief Executive Officer of Charter Professional Services Corporation, and First Chief Medical Officer for North Shore Medical Center. Dr. Fallon has over 35 years of experience as a practicing physician, senior executive and participant in numerous medical boards and committees in the health care industry.

About Insulet Corporation:
 
Insulet Corporation (NASDAQ: PODD) is an innovative medical device company dedicated to making the lives of people with diabetes easier. Through its OmniPod Insulin Management System, Insulet seeks to expand the use of insulin pump therapy among people with insulin-dependent diabetes. The OmniPod is a revolutionary and easy-to-use tubeless insulin pump that features just two parts and a fully-automated cannula insertion. Insulet’s subsidiary, Neighborhood Diabetes, is a leading distributor of diabetes products and supplies, delivered through a high touch customer service model. To read inspiring stories of people with diabetes living their lives to the fullest with OmniPod, visit our customer blog, Suite D: http://suited.myomnipod.com. Founded in 2000, Insulet Corporation is based in Billerica, Massachusetts. For more information, please visit: http://www.myomnipod.com.

Investor Relations and Media Contact:

Deborah R. Gordon
Vice President, Investor Relations and Corporate Communications
(978) 600-7717
dgordon@insulet.com or ir@insulet.com



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