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): August 12, 2014
HYPERION THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35614 | 61-1512713 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 2000 Sierra Point Parkway, Suite 400 Brisbane, California 94005 |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: (650) 745-7802
________________________________________________________________________________
(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: |
||
| [ ] | 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.
Effective August 11, 2014, the Board of Directors (the "Board") of Hyperion Therapeutics, Inc. (the "Company") elected Theodore "Ted" Schroeder to serve as a Class III director of the Company, filling a vacancy created by the resignation of David Gryska from the Board in March 2014. As a Class III director, Mr. Schroeder will serve until his re-election at the annual meeting of stockholders to be held in 2015 or until his successor is elected and qualified. At this time, Mr. Schroeder has not been appointed to a committee of the Board. There is no arrangement or understanding pursuant to which Mr. Schroeder was elected as a director and there are no related party transactions between the Company and Mr. Schroeder.
For Mr. Schroeder's service on the Board, Mr. Schroeder will receive a pro rata portion of the annual retainer of $45,000. All amounts will be paid in quarterly installments. We will also reimburse Mr. Schroeder for his travel expenses incurred in connection with his attendance at Board meetings. In addition, as a newly appointed non-employee director, Mr. Schroeder will receive a one-time initial award to purchase the Company's common stock ("Common Stock") valued at $160,000, which will be composed of 50% stock options and 50% restricted stock units, each of which will vest monthly over a four-year period subject to continued service on the Board. Thereafter, Mr. Schroeder will receive an annual award to purchase Common Stock valued at $115,000, which will be composed of 50% stock options and 50% restricted stock units, each of which will vest on the one-year anniversary of the date of grant, subject to continued service on the Board.
Item 8.01. Other Events.
On August 12, 2014, the Company issued a press release announcing the election of Mr. Schroeder to the Board, a copy of which is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Description
99.1
Press Release, dated August 12, 2014.
Number
SIGNATURE
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.
| Date: August 12, 2014 | Hyperion Therapeutics, Inc. |
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| By: | /s/ Jeffrey S. Farrow Jeffrey S. Farrow Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1 |
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Press Release, dated August 12, 2014. |
EXHIBIT 99.1
BRISBANE, Calif., Aug. 12, 2014 (GLOBE NEWSWIRE) -- Hyperion Therapeutics, Inc. (Nasdaq:HPTX) today announced the appointment of Theodore "Ted" Schroeder to its board of directors effective August 11, 2014. Mr. Schroeder has over two decades of experience in the life sciences industry. Most recently, he was the founder of Cadence Pharmaceuticals, Inc., serving as its president and chief executive officer from inception until its acquisition by Mallinckrodt Pharmaceuticals earlier this year.
"We are fortunate to have Ted, a senior leader with broad operational expertise join our board," said Donald J. Santel, president and chief executive officer of Hyperion. "Ted will serve as a valuable resource as we continue to drive adoption of RAVICTI in the U.S., work toward commercialization of RAVICTI in Canada and Europe, and advance our clinical pipeline and presence in the orphan disease space."
Prior to founding Cadence Pharmaceuticals, Mr. Schroeder held multiple positions of increasing responsibility at Elan Pharmaceuticals, Inc., including senior vice president North American sales and marketing, and vice president and general manager of the hospital products business unit. Prior to Elan, Mr. Schroeder served as senior director of acute care marketing at Dura Pharmaceuticals, Inc., until its acquisition by Elan in 2001. Prior to joining Dura, Mr. Schroeder held a number of hospital-related sales and marketing positions with Bristol-Myers Squibb Company. Mr. Schroeder serves on the board of directors and as chair of the compensation committee of Cidara Therapeutics, Inc. Previously, Mr. Schroeder served on the boards of directors of Incline Therapeutics, Inc. and Trius Therapeutics, Inc. until their respective acquisitions. He is also a member of the boards of directors of Sharp Hospital Foundation and Biocom, where he is chair elect. Mr. Schroeder holds a B.S. in management from Rutgers University.
About Hyperion Therapeutics
Hyperion Therapeutics, Inc. is a commercial-stage biopharmaceutical company committed to developing and delivering life-changing treatments for orphan diseases. The company's first commercial product, RAVICTI® (glycerol phenylbutyrate) Oral Liquid, was approved in February 2013 and is currently being marketed in the United States. The company also owns worldwide rights to BUPHENYL® (sodium phenylbutyrate) Tablets and Powder, which it markets in the U.S. The compound is also marketed internationally through business partners. In addition, the company is developing glycerol phenylbutyrate for the potential treatment of hepatic encephalopathy and DiaPep277, a first-in-class immunotherapy, for the potential treatment of new onset Type 1 diabetes. For more information, please visit www.hyperiontx.com.
CONTACT: Myesha Edwards
Corporate Communications and Investor Relations
(650) 745-7829