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 30, 2013
K-V PHARMACEUTICAL COMPANY
(Exact name of registrant as specified in its charter)
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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 |
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63005 |
(Address of principal executive offices) |
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(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.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 30, 2013, the majority of the common stockholders of K-V Pharmaceutical Company (the “Company”), by written consent, elected Janet S. Vergis to serve on the Company’s Board.
There are no arrangements or understandings between Ms. Vergis and any other persons, pursuant to which Ms. Vergis was appointed to serve on the Board. There are no past, current or contemplated transactions between Ms. Vergis and the Company requiring disclosure pursuant to Item 404(a) of Regulation S-K.
The Board does not initially intend to appoint Ms. Vergis to any Board committees.
In conjunction with Ms. Vergis’ election to the Board, she received a grant of a nonqualifed stock option and equity bonus award pursuant to the Company’s Non-Employee Director Compensation Policy. Ms. Vergis 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 option was granted to Ms. Vergis pursuant to option award agreement 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, Ms. Vergis 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 Ms. Vergis pursuant to the equity bonus award will be deferred and delivered to Ms. Vergis as set forth in the equity bonus agreement entered into by Ms. Vergis, 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 appointment of Ms. Vergis, Mr. Jonathan Siegel resigned from the Board effective October 30, 2013.
Item 7.01 |
Regulation FD Disclosure. |
On November 5, 2013, the Company issued a press release announcing the appointment of Ms. Vergis 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.
Item 9.01 |
Financial Statements and Exhibits. |
(d) | The following exhibits are furnished as part of this report: |
Exhibit Number |
Description |
99.1 |
Press Release of K-V Pharmaceutical Company, dated November 5, 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: November 5, 2013
K-V PHARMACEUTICAL COMPANY |
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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 Completes New Board with
Appointment of Former Johnson & Johnson Executive
ST. LOUIS, Nov. 5, 2013 – K-V Pharmaceutical Company ("KV") today announced the appointment of Janet Vergis to its Board of Directors. Ms. Vergis currently serves as the Executive-In-Residence at Warburg Pincus, LLC. Previously, she was the CEO of OraPharma, Inc. where she led the company’s successful turnaround. Prior to her role at OraPharma, Ms. Vergis managed a $6 billion portfolio at Johnson & Johnson as President of Janssen Pharmaceuticals, McNeil Pediatrics, and Ortho-McNeil Neurologics. Ms. Vergis also contributed to a number of Johnson & Johnson companies during her career, serving as a member of company management boards for more than 10 years and holding positions of increasing responsibility in research and development, new product development, sales, and marketing.
“Janet has a proven track record with some of the leading pharmaceutical companies in the world,” said Greg Divis, KV CEO. “Her extensive knowledge and valuable insights will help guide us as our company continues to pursue helping women achieve healthier lives and healthier pregnancies.” “With more than 25 years of pharmaceutical leadership experience and longstanding success growing and developing businesses, Janet will be a tremendous asset to the KV Board and complements the skill sets of our other Board members,” said Joseph M. Mahady, Chairman of the KV Board of Directors. Janet Vergis is the final appointment to KV’s new Board of Directors. The company recently appointed former President of Wyeth Pharmaceuticals, Inc., Joseph Mahady, as its new Board Chair, and two Board members: 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. The recently-announced Directors join Joe McInnis, Managing Director of Greywolf Capital Management LP, Steve Nielson of Susquehanna International Group, and Greg Divis, President and Chief Executive Officer of KV Pharmaceutical on the Board to shape the company’s role in advancing women’s health as it builds upon its portfolio of FDA-approved medications.
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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