0000835887-13-000093.txt : 20130912 0000835887-13-000093.hdr.sgml : 20130912 20130912133253 ACCESSION NUMBER: 0000835887-13-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130911 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: 20130912 DATE AS OF CHANGE: 20130912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23143 FILM NUMBER: 131093628 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9147892800 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 8-K 1 form8_k11sep2013.htm 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) September 11, 2013
 
Progenics Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-23143
 
13-3379479
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
777 Old Saw Mill River Road, Tarrytown, New York
 
10591
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code (914) 789-2800 
 
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 (see General Instruction A.2. below):
 
 
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
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)            Stephen P. Goff, Ph.D., a director of Progenics Pharmaceuticals, Inc. since 1993, retired effective September 11th.  Progenics expresses its appreciation for his long and distinguished service as a director and Board committee member.

(d)            The Progenics Board of Directors has elected Michael D. Kishbauch as a member of the Company's Board effective the same date.  He will serve as a director, subject to earlier resignation or removal, until the Company's 2014 annual meeting of stockholders and the election and qualification of his successor, as well as a member of the Board's Audit and Compensation Committees.  Pursuant to the Company's revised outside director compensation policy, Mr. Kishbauch has received a grant of 40,000 ten-year non-qualified stock options, vesting ratably over five years, under the Company's 2005 Stock Incentive Plan, the terms of which are described in the Company's 2012 Annual Report on Form 10-K.  He will receive an annual cash retainer of $45,000 and grant of 20,000 immediately vesting stock options for Board service, and annual retainers of $10,000 and $5,000, respectively, for Audit and Compensation Committee service; the revised policy, which also continues to provide for additional Board and Committee Chair retainers, no longer provides for per-meeting fees.  The options granted to Mr. Kishbauch upon his election have an exercise price of $5.91 per share, the closing price of the Company's common stock on the date of grant.

The Company's press release announcing these developments is included in this Report as Exhibit 99.1.

Item 9.01.
Financial Statements and Exhibits.

(d)  
Exhibits
 
Exhibit No.
Description

99.1




 
  
 


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.
 
 
 
PROGENICS PHARMACEUTICALS, INC.
 
By:
/s/ ANGELO W. LOVALLO, JR.
 
 
Angelo W. Lovallo, Jr.
 
 
Vice President, Finance & Treasurer
 
 
(Principal Financial and Accounting Officer)
 
 
 
Date:  September 12, 2013


EX-99.1 2 ex99_111sep2013.htm EXHIBIT 99.1
EXHIBIT 99.1
 
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Fax: (914) 789-2817
 (914) 789-2800
 
www.progenics.com
FOR IMMEDIATE RELEASE

PROGENICS PHARMACEUTICALS ANNOUNCES A CHANGING OF THE GUARD ON ITS BOARD OF DIRECTORS

-Michael Kishbauch, former CEO of Achillion, joins Board
-Stephen Goff retires from Board following 20 years of service

TARRYTOWN, NY, September 11, 2013 – Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) has announced that Michael D. Kishbauch, an experienced and innovative leader in the healthcare industry, has been elected to its Board of Directors.  Stephen P. Goff, Ph.D., who has served on the Board since 1993, has retired.  Both are effective today.  Mr. Kishbauch has held senior management positions in the life sciences industry for over 28 years, most recently as President and CEO of Achillion Pharmaceuticals.

"Our newest Board member brings a wealth of experience, expertise and enthusiasm to our team," said Peter Crowley, Chairman of the Board of Progenics.
 "The Board at Progenics is instrumental in providing the vision and support needed to further our mission to become a pre-eminent oncology company.  We are honored to welcome Michael to our Board as we work to address the unmet medical needs of cancer patients and their families," said Mark R. Baker, Chief Executive Officer.

Mr. Kishbauch has extensive operational, strategic, product planning, promotion, sales, marketing and product launch experience.  Prior to his work at Achillion, Michael founded and served as President and Chief Executive Officer of OraPharma, Inc., which was a publicly traded, commercial-stage pharmaceutical company focused on oral health care.  OraPharma was acquired by Johnson & Johnson.  Michael previously held senior management positions with MedImmune, Inc.; has held board positions with several other life sciences companies; and continues to serve on Achillion's Board.  He holds an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. in biology from Wesleyan University.

"I am pleased for the opportunity to help guide Progenics, and grateful to play a role in fundamentally changing the landscape for patients suffering from prostate and other cancers," said Mr. Kishbauch.  "My experience in the healthcare sector helps me to appreciate the value an organization like Progenics brings in advancing innovative, yet practical, approaches to diagnosing and treating prostate and other cancers."

Dr. Goff is stepping down from the Progenics Board after 20 years of service.  "Steve Goff has inspired generations of Progenics scientists throughout his tenure," said Mark Baker.  "We will miss his wisdom and guidance."


About Progenics
Progenics Pharmaceuticals, Inc. is developing innovative medicines for oncology, with a pipeline that includes several product candidates in late-stage clinical development. Progenics' first-in-class PSMA targeted technology platform includes an antibody drug conjugate therapeutic and a small molecule targeted imaging agent, both in Phase 2 clinical trials. Among other assets in its pipeline of targeted radiotherapy and molecular imaging compounds is AzedraTM, an ultra-orphan radiotherapy candidate also in phase 2 under an SPA. Progenics' first commercial product, Relistor® (methylnaltrexone bromide) for opioid-induced constipation, is partnered with and marketed by Salix Pharmaceuticals, Inc. Ono Pharmaceutical Co. is developing Relistor in Japan. For additional information, please visit www.progenics.com



This release may contain projections and other forward-looking statements regarding future events. Such statements are predictions only, and are subject to risks and uncertainties that could cause actual events or results to differ materially. These risks and uncertainties include, among others, the cost, timing and results of clinical trials and other development activities; the unpredictability of the duration and results of regulatory review of New Drug Applications and Investigational NDAs; market acceptance for approved products; generic and other competition; the possible impairment of, inability to obtain and costs of obtaining intellectual property rights; and possible safety or efficacy concerns, general business, financial and accounting matters, litigation and other risks. More information concerning Progenics and such risks and uncertainties is available on its website, and in its press releases and reports it files with the U.S. Securities and Exchange Commission. Progenics is providing the information in this release as of its date and does not undertake any obligation to update or revise it, whether as a result of new information, future events or circumstances or otherwise.

Additional information concerning Progenics and its business may be available in press releases or other public announcements and public filings made after this release.


Contacts for Progenics Pharmaceuticals:
Kathleen Fredriksen
Director, Corporate Development
(914) 789-2871kfredriksen@progenics.com


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