8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 14, 2014

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10865	04-2742593
(Commission File Number)	(IRS Employer Identification No.)

1100 Winter St.
Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(617) 498-3300

(Registrant’s telephone number, including area code)

(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))

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

On April 14, 2014, Michael Narachi, a member and Chairman of the Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc. (the “Company”), informed the Company that he will not stand for re-election at the 2014 annual meeting of stockholders of the Company (the “2014 Annual Meeting”). Mr. Narachi will continue to serve as a director until the 2014 Annual Meeting.  Mr. Narachi is currently a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Transaction Committee and will continue to serve on such committees until the Annual Meeting, although he stepped down as Chairman effective immediately. Mr. Narachi advised the Company that his decision to not stand for re-election did not involve any disagreement with the Company and that he remains highly supportive of the Company and the management team.

On April 14, 2014, the Board unanimously voted to appoint Gino Santini, a current director, to serve as Chairman of the Board, effective immediately.

Also on April 14, 2014, the Board elected James R. Sulat to serve as a director, effective immediately, to serve until the 2014 Annual Meeting, where he will stand for election by the Company’s stockholders.  The election of Mr. Sulat as an independent director brings the size of the Company’s Board to eight members.  At the end of Mr. Narachi’s term as a director at the 2014 Annual Meeting, the Board will be fixed at seven members.

From October 2009 to June 2013, Mr. Sulat served as Chief Executive Officer and Chief Financial Officer of Maxygen, Inc., a public biopharmaceutical company, and as a member of Maxygen’s Board of Directors from October 2003 to June 2013. Since June 2008, Mr. Sulat has served as a member of the Board of Directors and as a member of the Audit Committee for Momenta Pharmaceuticals, Inc., a public biotechnology company (“Momenta”). Since December 2008, Mr. Sulat has also served as the Chairman of Momenta’s Board. From May 2005 to January 2009, Mr. Sulat served in several roles for Memory Pharmaceuticals Corp., a public biopharmaceutical company (“Memory”). He served as Memory’s President and Chief Executive Officer from May 2005 until February 2008, Chief Financial Officer from February 2008 to November 2008, and as a member of Memory’s Board of Directors from May 2005 to January 2009. Since January 2005, Mr. Sulat has served on the Supervisory Board of Intercell AG or its successor company, Valneva SE, both public European biotechnology companies. Mr. Sulat currently serves as Vice Chairman of Valneva’s Supervisory Board and as Chairman of its Audit Committee. Mr. Sulat received his B.S. in Administrative Sciences from Yale University. He received his M.B.A. and his M.S. in Health Services Administration from Stanford University.

At the time of this disclosure, Mr. Sulat was not named to any committees of the Board and no committee assignments are contemplated at this time.  There are no family relationships between Mr. Sulat and any director or executive officer of the Company, 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.

In connection with his appointment as a non-employee director, Mr. Sulat was granted a non-qualified option to purchase 6,000 shares of the Company’s common stock under the terms and conditions of the Company’s Third Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”), at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant. The foregoing stock options have a ten-year term and will vest in equal monthly installments over a two-year period, for so long as Mr. Sulat continues to serve as a director of the Company.

In addition, Mr. Sulat was granted a non-qualified option under the Company’s 2007 Plan to purchase 317 shares of the Company’s common stock at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant.  The foregoing stock option has a ten-year term and will vest in full on May 1, 2014. Further, Mr. Sulat was granted restricted stock units under the Company’s 2007 Plan covering 192 shares of the Company’s common stock, which will vest in full on May 1, 2014, provided that delivery of any vested shares of common stock underlying the foregoing restricted stock units shall be deferred until the earlier of (i) the third anniversary of the date of grant and (ii) as soon as practicable (but not later than 90 days) following the date of termination of service, provided that such termination constitutes a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1(h).

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The grants made to Mr. Sulat described above reflect the pro-rated portion of the annual grants that would have otherwise been made under the terms of the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Mr. Sulat will be entitled to all other applicable compensation described in the Company’s Non-Employee Director Compensation Policy as described starting on page 22 of the Proxy Statement for the Company’s 2013 annual meeting of stockholders.  The Company intends to enter into an indemnification agreement with Mr. Sulat in substantially the same form entered into with the other members of the Company’s Board.

The Company is filing this Form 8-K pursuant to Items 5.02(b) and 5.02(d).  A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby furnishes the following exhibit:

99.1 Press release dated April 16, 2014

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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 thereunto duly authorized.

AMAG PHARMACEUTICALS, INC.
By:	/s/ Scott B. Townsend
	Scott B. Townsend
	General Counsel and Senior Vice President of Legal Affairs
Date: April 16, 2014

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 16, 2014

5

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMAG Pharmaceuticals Announces Appointment of Jim Sulat to its Board of Directors

and the Transition of Chairman Role to Gino Santini

WALTHAM, MA (April 16, 2014) — AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) today announced new appointments to its board of directors. Current board member, Gino Santini, has been elected, by unanimous vote, to chairman of the board of directors, effective immediately, taking over for Mike Narachi. Mr. Narachi informed the board that, after eight years of service, he has decided not to stand for re-election at this year’s upcoming annual shareholder meeting in May 2014. In addition, James R. Sulat has been elected to serve as a new member of the board of directors, effective immediately.

Mr. Narachi stated, “It has been a distinct honor to be a part of the AMAG board for these many years. The Company successfully navigated several challenges over the years, and now has a strong team and business, and is poised for accelerated growth through acquisitions/in-licensing. This is the right time for me to transition off the board and for Gino Santini, with his broad and extensive business experience, including significant transaction experience, to lead the board as Chairman.”

“On behalf of the full board, I would like to extend a sincere thanks to Mike for his tireless service to AMAG. This is indeed an exciting time at the Company, and I look forward to working with Bill Heiden, chief executive officer of AMAG, his executive team and the rest of the board members to support AMAG’s continued success,” stated Mr. Santini.

Mr. Santini continued, “I would also like to welcome Jim Sulat to the AMAG board of directors. He brings strong executive experience and financial expertise to the board. We look forward to having the benefit of Jim’s insights to support the implementation of AMAG’s new strategic plan.”

Since December 2008, Mr. Sulat has served as chairman of the board of directors of Momenta Pharmaceuticals (Nasdaq: MNTA).  Mr. Sulat also currently serves as a director of Valneva SE (Euronext: VLA).  From October 2009 to June 2013, he served as chief executive officer and chief financial officer at Maxygen Inc., a biopharmaceutical company.  From May 2005 to January 2009, Mr. Sulat served as president and chief executive officer and then as chief financial officer of Memory Pharmaceuticals Corp., a biopharmaceutical company. Mr. Sulat also previously served on the board of directors of both Maxygen and Memory. Prior to these roles, Mr. Sulat

was the chief financial officer in several different large and mid-sized public companies. Mr. Sulat received a B.S. in administrative sciences from Yale University, and an M.B.A. and an M.S. in health services administration from Stanford University.

About AMAG Pharmaceuticals

AMAG Pharmaceuticals, Inc. is a specialty pharmaceutical company that markets Feraheme® (ferumoxytol) Injection and MuGard® Mucoadhesive Oral Wound Rinse in the United States. Along with driving organic growth of its products, AMAG intends to expand its portfolio with additional commercial-stage specialty products. The company is seeking complementary products that leverage the company’s commercial footprint and focus on hematology and oncology centers and hospital infusion centers. For additional company information, please visit www.amagpharma.com.

AMAG Pharmaceuticals and Feraheme are registered trademarks of AMAG Pharmaceuticals, Inc.; MuGard is a registered trademark of Access Pharmaceuticals, Inc.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including but not limited to statements regarding AMAG’s goals, including its intention to expand its portfolio with additional commercial-stage specialty products, AMAG’s being poised for accelerated growth, Mr. Sulat’s expected contributions to AMAG’s Board of Directors and expectations regarding the leadership of Mr. Santini are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, (1) uncertainties regarding the likelihood and timing of potential approval of Feraheme in the U.S. in the broader iron deficiency anemia (IDA) indication in light of the complete response letter AMAG received from the U.S. Food and Drug Administration (FDA) informing the Company that its supplemental new drug application for the broader indication could not be approved in its present form and stating that AMAG has not provided sufficient information to permit labeling of Feraheme

for safe and effective use for the proposed broader indication, (2) the possibility that following review by the FDA of post-marketing safety data, including reports of serious anaphylaxis, cardiovascular events, and death, the FDA will request additional technical or scientific information, new studies or reanalysis of existing data, on-label warnings, post-marketing requirements/commitments or risk evaluation and mitigation strategies (REMS) in the current IDA chronic kidney disease (CKD) indication for Feraheme, (3) uncertainties regarding AMAG’s and Takeda’s ability to successfully compete in the intravenous iron replacement market both in the U.S. and outside the U.S., including the European Union (EU), as a result of limitations, restrictions or warnings in Feraheme’s/Rienso’s current or future label that put Feraheme/Rienso at a competitive disadvantage, (4) uncertainties regarding Takeda’s ability to obtain regulatory approval for Feraheme in Canada, and Rienso in the EU, in the broader IDA patient population, (5) the possibility that significant safety or drug interaction problems could arise with respect to Feraheme/Rienso and in turn affect sales, or AMAG’s ability to market the product both in the U.S. and outside of the U.S., including the EU, (6) uncertainties regarding the manufacture of Feraheme/Rienso or MuGard, (7) uncertainties relating to AMAG’s patents and proprietary rights, both in the U.S. and outside of the U.S., (8) the risk of an Abbreviated New Drug Application (ANDA) filing following the FDA’s recently published draft bioequivalence recommendation for ferumoxytol, (9) uncertainties regarding the Company’s ability to compete in the oral mucositis market in the U.S. and (10) other risks identified in the Company’s Securities and Exchange Commission (SEC) filings, including AMAG’s Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent filings with the SEC.  AMAG cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. AMAG disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

AMAG Pharmaceuticals Contact:

Scott Holmes, 617-498-3376