-----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, QEbWMDkLvu4z473bx+qALOcldJ/MkhcxCjOYoWi0fhh9+7S84qE+d8hP6z9o0Vp3 Scnq978bEkkuVfMEu4vPWQ== 0000950123-10-069803.txt : 20100729 0000950123-10-069803.hdr.sgml : 20100729 20100729162229 ACCESSION NUMBER: 0000950123-10-069803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100729 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: 20100729 DATE AS OF CHANGE: 20100729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Unilife Corp CENTRAL INDEX KEY: 0001476170 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 271049354 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34540 FILM NUMBER: 10978141 BUSINESS ADDRESS: STREET 1: 633 LOWTHER ROAD CITY: LEWISBERRY STATE: PA ZIP: 17339 BUSINESS PHONE: (717)938-9323 MAIL ADDRESS: STREET 1: 633 LOWTHER ROAD CITY: LEWISBERRY STATE: PA ZIP: 17339 8-K 1 c03885e8vk.htm FORM 8-K 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

Date of Report (Date of earliest event reported): July 29, 2010 (July 27, 2010)

UNILIFE CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-34540   27-1049354
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
633 Lowther Road, Lewisberry, Pennsylvania
  17339
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 938-9323
 
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:

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))

 
 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director.

On July 27, 2010, the Board of Directors (the “Board”) of Unilife appointed Marc S. Firestone to serve as a director of Unilife and also appointed him to replace Jim Bosnjak as Chair of the Nominating and Governance Committee.  Mr. Firestone was also appointed to serve as a member of the Strategic Partnerships Committee of the Board (which consists of Mary Kate Wold, Alan Shortall, John Lund and Mr. Firestone and is responsible for overseeing the establishment and maintenance of the strategic partnership relationships between Unilife and its strategic partners). There are no arrangements or understandings between Mr. Firestone and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Firestone shall receive a total annual cash fee of $51,500 to be paid in equal monthly installments of $4,292, which total annual cash fee shall be the sum of (i) an annual cash fee of $25,000 for his service on the Board, (ii) an annual cash fee of $7,500 for his service on the Strategic Partnerships Committee, (iii) an annual cash fee of $10,000 for chairing the Nominating and Governance Committee, (iv) a cash fee of $1,500 for attending each Board meeting (up to an annual maximum of $6,000); (v) a cash fee of $500 for attending each meeting of the Strategic Partnerships Committee of the Board (up to an annual maximum of $2,000), and (vi) a cash fee of $250 for attending each meeting of the Nominating and Governance Committee of the Board (up to an annual maximum of $1,000), provided that if Mr. Firestone attends any Board or Board committee meeting in person that requires him to travel for more than two hours, Mr. Firestone shall be paid an additional $1,000 for attending such meeting;

In addition, on July 27, 2010, the Board approved, subject to approval by the stockholders of Unilife as required by the listing rules of the Australian Securities Exchange, a grant of options for Mr. Firestone to purchase 100,000 shares of common stock of Unilife under the Unilife Corporation 2009 Stock Incentive Plan. The options, if approved by the stockholders of Unilife, will be exercisable at $6.19 per share (the closing price of the common stock of Unilife on July 27, 2010, the date of grant) for a period of five years from the date of grant, and will vest as follows: 16,667 options vest immediately upon issue which will occur within three business days of the Corporation obtaining stockholder approval of the issue, 25,000 options vest on the 12 month anniversary from the date of grant, 25,000 options vest on the 24 month anniversary from the date of grant and 33,333 options vest on the 36 month anniversary from the date of grant.

A press release announcing the appointment of Mr. Firestone is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated July 28, 2010.

 

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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.  

         
    Unilife Corporation
 
Date: July 29, 2010
  By:   /s/ Alan Shortall
 
       
 
      Alan Shortall
 
      Chief Executive Officer

 

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EXHIBIT INDEX

     
EXHIBIT
 
NUMBER
  DESCRIPTION
 
   
99.1
  Press release dated July 28, 2010.

 

4

EX-99.1 2 c03885exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

(LOGO)

Marc S. Firestone Joins Unilife Corporation’s Board of Directors

Lewisberry, PA (July 28, 2010) – Unilife Corporation (“Unilife” or “Company”) (NASDAQ: UNIS, ASX: UNS), today announced that Marc S. Firestone, Executive Vice President and General Counsel for Kraft Foods (NYSE:KFT), has joined Unilife’s Board of Directors as a new independent director. Mr. Firestone will chair the Unilife Board’s Nominating and Corporate Governance Committees and serve as a member of the Strategic Partnerships Committee.

Mr. Alan Shortall, Chief Executive Officer of Unilife, stated, “Adding Mr. Firestone to our Board reflects our dedication to growing Unilife and building upon our successes. We believe his far-reaching knowledge and vast legal and government relations experience with two Fortune 100 companies will provide us with exceptional guidance as we focus on our international business development initiatives. Additionally, his capabilities complement those of our existing team of experienced and talented board members. We expect to utilize his exceptional leadership skills and experience to their fullest as we move forward with our plans.”

Mr. Firestone said, “The development of a unique and truly innovative range of safety syringes by Unilife represents a wonderful business opportunity to enhance the delivery of safe healthcare to people across the world. Having partnered with a number of nongovernment organizations, I understand how important it is for corporations not only to be profitable, but ideally to address societal needs at the same time. Unsafe injection practices represent a significant global challenge. I believe that Unilife and its pharmaceutical partners can make a genuine difference, and it’s a privilege for me to be part of that effort. I’m excited by my appointment to the Unilife Board and look forward to making a valuable contribution to the continued success of the Company on the world stage.”

Mr. Firestone, 50, leads the department that is responsible for legal, corporate affairs, government affairs, compliance, and corporate governance for Kraft Foods Inc., a Fortune 100 company and the largest food company in the United States with annual, worldwide sales of approximately $48 billion. In his current position, Mr. Firestone oversees 450 people around the world. He worked in Europe for seven years, and more recently has represented Kraft Foods before the U.S. Senate, UK Parliament, European Commission, and in meetings with public interest groups, community organizations and the media. He has also handled various matters for Kraft Foods before major U.S. regulatory agencies. Additionally, Mr. Firestone advised the Kraft Foods Board and executive management team on the legal, governance and communications aspects of numerous multibillion dollar transactions and acquisitions, including the recent acquisition of Cadbury plc for approximately $19 billion.

Prior to his position at Kraft Foods, Mr. Firestone held senior executive positions for Philip Morris Companies and its subsidiaries, including as Senior Vice President and General Counsel, Philip Morris International, and Senior Vice President of Regulatory Affairs, Phillip Morris Companies.

Mr. Firestone is a frequent public speaker on international competition law, diversity and in-house practice, and has received several awards, including the Distinguished General Counsel Award. He holds a juris doctorate from Tulane University School of Law in New Orleans, and a bachelor’s degree from Washington & Lee University in Virginia. In addition to English, he is proficient in French and Italian.

About Unilife Corporation
Unilife Corporation is a U.S.-based medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. Primary target customers for Unilife products include pharmaceutical manufacturers, suppliers of medical equipment to healthcare facilities and patients who self-administer prescription medication. These patent-protected syringes incorporate automatic and fully-integrated safety features which are designed to protect those at risk of needlestick injuries and unsafe injection practices. Unilife is ISO 13485 certified and has FDA-registered medical device manufacturing facilities in Pennsylvania.

 

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This press release contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in our registration statement on Form 10 and those described from time to time in our periodic reports which we file with the Securities and Exchange Commission. 

General: UNIS-G

         
Investor Contacts (US):
Todd Fromer / Garth Russell
KCSA Strategic Communications
Phone + 1 212-682-6300
   
Stuart Fine
Carpe DM Inc
Phone + 1 908 469 1788
  Investor Contacts (Australia)
Jeff Carter
Unilife Corporation
Phone + 61 2 8346 6500

 

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