UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 10, 2013
K-V PHARMACEUTICAL COMPANY
(Exact name of registrant as specified in its charter)
____________________
Delaware 1-9601 43-0618919 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
16640 Chesterfield Grove Rd., Suite 200 Chesterfield, MO 63005 (Address of principal executive offices) (Zip Code)
(314) 645-6600
(Registrant's telephone number, including area code)
____________________
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.
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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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. |
On October 11, 2013, the majority of the common stockholders of K-V Pharmaceutical Company (the “Company”), by written consent, increased the number of directors constituting the Company’s Board of Directors (the “Board”) from six to seven and elected James M. Goldfarb, M.D. and Gregory Norden to serve on the Company’s Board.
There are no arrangements or understandings between Dr. Goldfarb and any other persons, nor are there any arrangements or understandings between Mr. Norden and any other persons, pursuant to which Dr. Goldfarb and Mr. Norden, respectively, were appointed to serve on the Board. There are no past, current or contemplated transactions between Dr. Goldfarb and the Company, nor are there any such transactions between Mr. Norden and the Company, requiring disclosure pursuant to Item 404(a) of Regulation S-K.
The Board does not initially intend to appoint Dr. Goldfarb or Mr. Norden to any Board committees.
In conjunction with Dr. Goldfarb’s and Mr. Norden’s respective elections to the Board, both directors received grants of nonqualifed stock options and equity bonus awards pursuant to the Company’s Non-Employee Director Compensation Policy filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2013. Dr. Goldfarb and Mr. Norden each received a grant of a nonqualifed stock option for the purchase of 20,000 shares of the Company’s common stock. Twenty-five percent of the option vests immediately upon the date of the grant, and, subject to the director’s continued service on the Board, 25% of the option will vest on each of the next three anniversaries of the date of grant. The options were granted to Dr. Goldfarb and Mr. Norden pursuant to option award agreements in substantially the form filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 4, 2013.
In addition, Dr. Goldfarb and Mr. Norden each received an equity bonus award consisting of (1) 3,751 shares of the Company’s common stock and (2) on each of the first three anniversaries of the initial grant date, subject to the director’s continued service on the Board as of such anniversary, a grant of shares of common stock in a number equal to $125,000 divided by the greater of (A) $32 and (B) the fair market value of one share as of the later of (x) December 31 of the immediately preceding calendar year and (y) the date on which the fair market value of such shares was last determined by the Company or, in the event of extraordinary conditions occurring after such date that materially affect such fair market value, such later date as may be determined by the Board in its sole discretion. Shares of common stock granted to Dr. Goldfarb and Mr. Norden pursuant to the equity bonus awards will be deferred and delivered to Dr. Goldfarb and Mr. Norden as set forth in the equity bonus agreement entered into by each of Dr. Goldfarb and Mr. Norden, in substantially the form filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 4, 2013.
In connection with the election of Dr. Goldfarb and Mr. Norden to serve on the Board, Mr. Eric Haron resigned his position as Director on October 10, 2013.
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Item 7.01 |
Regulation FD Disclosure. |
On October 11, 2013, the Company issued a press release announcing the appointment of Dr. Goldfarb and Mr. Norden to its Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K (including Exhibit 99.1 hereto and any information contained therein) shall not be deemed to be an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) The following exhibits are furnished as part of this report:
| Exhibit Number | Description | |
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99.1 |
Press Release of K-V Pharmaceutical Company, dated October 11, 2013 | |
The Company will post this Form 8-K on its Internet website at www.kvph.com. References to the Company’s website address are included in this Current Report only as inactive textual references and the Company does not intend them to be active links to the website. Information contained on the website does not constitute part of this Current Report.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and which may be based on or include assumptions concerning our operations, future results and prospects. Such statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “commit,” “intend,” “estimate,” “will,” “should,” “could,” “potential” and other expressions that indicate future events and trends.
All statements that address expectations or projections about the future, including, without limitation, statements about the product launches, the impact of the Company’s Chapter 11 proceedings, governmental and regulatory actions and proceedings, market position, revenues, expenditures and the impact of recalls and suspensions of shipments on revenues, adjustments to the financial statements, the filing of amended filings with the SEC and other financial results, are forward-looking statements.
All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the PSLRA’s “safe harbor” provisions, we provide the following cautionary statements with regard to the Company identifying important economic, competitive, political, regulatory and technological factors, among others, that could cause actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to):
(1) the ability to execute the Company’s business plan;
(2) the ability of the Company to meet its obligations under its credit agreement; and
(3) the ability of the Company and its subsidiaries to maintain contracts that are critical to their operation, including to obtain and maintain normal terms with their vendors, customers and service providers and to retain key executives, managers and employees.
This discussion is not exhaustive, but is designed to highlight important factors that may impact our forward-looking statements.
Because the factors referred to above, as well as the statements included in Part I, Item 1A —“Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the statements under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the SEC on July 31, 2012, and the statements included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement for the Sixth Amended Joint Chapter 11 Plan of Reorganization confirmed by the bankruptcy court on August 29, 2013 (the “Plan”), could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this “Cautionary Note Regarding Forward-Looking Statements” and the risk factors that are included under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the risk factors under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the SEC on July 31, 2012, and the risk factors included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement for the Plan. Further, any forward-looking statement speaks only as of the date on which it is made and we are under no obligation to update any of the forward-looking statements after the date of this Current Report on Form 8-K; any forward-looking statement in the Plan or Disclosure Statement is qualified in its entirety as set forth therein. New factors emerge from time to time, and it is not possible for us to predict which factors will arise, when they will arise and/or their effects. In addition, we cannot assess the impact of each factor on our future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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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.
Dated: October 18, 2013
| K-V PHARMACEUTICAL COMPANY | |||
| By: | /s/ Patrick J. Christmas | ||
| Patrick J. Christmas | |||
| Vice President, General Counsel and Secretary | |||
EXHIBIT 99.1
Contact Information:
K-V Pharmaceutical Company
Audrey Wu
734-717-3317
awu@ther-rx.com
KV Pharmaceutical Company Appoints Two New Board Members
ST. LOUIS, Oct. 11, 2013 – K-V Pharmaceutical Company ("KV") today announced the appointment of two new members to its Board of Directors: Gregory Norden, former Senior Vice President and Chief Financial Officer for Wyeth Corporation, and James M. Goldfarb, MD, MBA, Director of Infertility Services of the University Hospitals of Cleveland Health Systems and Clinical Professor of Reproductive Biology at Case Western Reserve University (CWRU) School of Medicine.
“Greg Norden and Dr. Goldfarb’s breadth of knowledge and experience will provide invaluable insight to KV as we continue to grow the business and strive to deliver innovative women’s healthcare products,” said Greg Divis, CEO of KV.
Norden and Dr. Goldfarb will join former President of Wyeth Pharmaceuticals, Joseph M. Mahady, as the newest members of KV’s board. KV announced Mahady’s appointment as Chairman of the Board on Oct. 3, 2013.
“I’m pleased to welcome Greg and Jim to the board. Greg brings an extraordinary depth of financial experience developed across his operating and board roles, while Dr. Goldfarb brings critical perspective as a scientist, physician and patient advocate,” said Mahady.
Norden brings to KV more than 25 years of leadership experience in financial management and more than 20 years of experience in global healthcare and pharmaceuticals. He is currently the managing director of G9 Capital Group, LLC, which invests in early stage ventures and provides corporate finance advisory services. Norden sits on the boards of Zoetis, a global leader in discovering, developing, manufacturing and commercializing animal health medicines and vaccines, NanoString Technologies, a provider of life science tools for translational research and development of molecular diagnostic products, and Welch Allyn, a global provider of medical diagnostic equipment. Before joining Wyeth, Norden was with Arthur Andersen and Co., working primarily with multi-national companies in the consumer goods and financial services industries.
Dr. Goldfarb is known as a pioneer in the field of infertility and is past president of the Society for Assisted Reproductive Technologies (SART), a national professional group that provides leadership to the country’s In Vitro Fertilization (IVF) programs. Dr. Goldfarb co-founded the Partnership for Families Program, which provides free IVF cycles for qualifying couples, among other services. His infertility programs have been credited for many firsts, including the first IVF birth in Ohio in 1983 and the world’s first IVF/surrogate birth in 1986. In addition, he co-founded Rapid Medical Research (RMR), which is a multi-therapeutic clinical research center offering a wide range of services and support to pharmaceutical and biotechnology companies. Dr. Goldfarb sold RMR in 2006. He has been a consultant to private equity firms on various healthcare related investments and has held a number of board positions, including with the Miami University Business School Advisory Board and the American Society of Reproductive Medicine Board of Directors. Dr. Goldfarb earned his medical degree from the Ohio State University School of Medicine and his master of business administration from the Case Western Reserve University Weatherhead School of Management.
About KV Pharmaceutical
K-V Pharmaceutical Company is a specialty branded pharmaceutical company with a primary focus in the area of women's healthcare. The company is committed to advancing the health of women across the stages of their lives. For further information about K-V Pharmaceutical Company, please visit www.kvph.com.
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