-----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, ThBXlCNZ6MsnFMocTcb3JhB7IVn+MR6xUwgTB/M6nVcL17aRLsjkpCvMH2h7QPZb VVYbOGZUubsbfRpVgH4dNQ== 0000950120-08-000482.txt : 20080929 0000950120-08-000482.hdr.sgml : 20080929 20080929164253 ACCESSION NUMBER: 0000950120-08-000482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080923 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080929 DATE AS OF CHANGE: 20080929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPECIFICS TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000875622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113054851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19879 FILM NUMBER: 081094870 BUSINESS ADDRESS: STREET 1: 35 WILBUR ST CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: 5165937000 MAIL ADDRESS: STREET 1: 35 WILBUR STREET CITY: LYNBROOK STATE: NY ZIP: 11563 8-K 1 form8k.htm FORM 8-K form8k.htm
 
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 23, 2008
 
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

 
Delaware
0-19879
11-3054851
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
35 Wilbur Street
Lynbrook, NY  11563
(Address of Principal Executive Office) (Zip Code)

516.593.7000
(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 (17 CFR.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
Introductory Comment

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.

ITEM 8.01
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

On September 22, 2008, the Company’s Board of Directors (the “Board”) authorized an increase in the size of the Board from six to seven directors and appointed, subject to his acceptance, Dr. Matthew Geller to serve as a director on the Board and as a member of the Board’s audit committee.  Dr. Geller accepted his appointment on September 23, 2008.  Dr. Geller was appointed to serve as director of the first class of of the Board and will be eligible for re-election at the Company’s annual meeting of stockholders in 2009.
 
In connection with Dr. Geller’s appointment to the Board and audit committee, the Board affirmatively determined that Dr. Geller qualifies as an “independent director” and as an “audit committee financial expert” under the applicable rules and requirements of Nasdaq and the Securities and Exchange Act of 1934, as amended.
 
There is no agreement or understanding between Dr. Geller and any other person pursuant to which he was appointed to the Board.  Dr. Geller is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
In connection with Dr. Geller’s appointment as a director and audit committee member, the Board granted Dr. Geller two stock options, each for the purchase of 15,000 shares of common stock of the Corporation (representing options to purchase an aggregate of 30,000 shares), which options (i) shall vest monthly with respect to 1/12 of the toal number of shares, commencing on the grant date (September 22, 2008) until all shares underlying each option have vested, (ii) have an exercise price per share of $19.00 (the closing sales price of the common stock on the date of grant) and (iii) expire ten (10) years from the date of grant.  Dr. Geller shall receive a grant of two options, each to purchase 15,000 shares of common stock, annually, on the anniversary of the initial grant date, as compensation for his service as a non-employee director and audit committee member.
 
Also in connection with Dr. Geller’s appointment, the Company intends to enter into a change of control agreement with Dr. Geller, in his capacity as a non-employee director of the Company, which will follow the form of agreement previously entered into by the Company with each of its non-employee directors on June 18, 2007, which form was filed as Exhibit 10.1 to the Company’s Form 8-K on June 22, 2008.

A press release announcing Dr. Geller’s appointment is attached hereto as Exhibit 99.1.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits
 
 
99.1
Press Release dated September 25, 2008
 
 
 

 
 
SIGNATURES
 
 
            Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
     
     
Date: September 29, 2008
 
BIOSPECIFICS TECHNOLOGIES CORP.
——————————————————
(Registrant)
 
 
/s/ Thomas L. Wegman
   
——————————————————
Thomas L. Wegman
President
 
 
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
99.1
 


 
 

 
EX-99.1 2 exhibit99_1.htm PRESS RELEASE exhibit99_1.htm
Exhibit 99.1
 
BioSpecifics Technologies Corp. Announces Appointment of Dr. Matthew Geller to Board of Directors
 
Thursday September 25, 2008
 
LYNBROOK, N.Y., Sept. 24 /PRNewswire-FirstCall/ -- BioSpecifics Technologies Corp. (OTC Bulletin Board: BSTC - News), a biopharmaceutical company developing first in class collagenase based products, today announced the appointment of Matthew Geller, Ph.D., to its Board of Directors, increasing the Board to 7 members. Dr. Geller brings to BioSpecifics extensive financial experience with biotechnology companies as he has served for over 15 years as a sell-side analyst and investment banker covering biotechnology companies.
 
"We are very pleased that Dr. Geller is joining our Board. His financial and scientific acumen and extensive experience in the industry will be invaluable to our organization as our lead collagenase product XIAFLEX(TM) moves through late-stage clinical trials and towards the marketplace," stated Thomas Wegman, President of BioSpecifics Technologies Corp. "We look forward to his many strategic contributions."
 
"I consider it a great honor to be invited to join BioSpecifics' Board," said Dr. Geller. "Having demonstrated its ability to successfully develop an approved product and to develop through a pivotal phase III trial a potential blockbuster drug that fills a large unsatisfied patient need, BioSpecifics now has the opportunity to emerge as a major financial success. It is a privilege to participate in and contribute to this great step forward."
 
Dr. Geller will serve as the financial expert on the audit committee and will be an independent class 1 director.
 
Dr. Geller has been a Principal with Torreya Partners, a life sciences advisory firm. He formerly served as Head of Healthcare Investment Banking and Senior Managing Director for Rodman & Renshaw, ranked number one in PIPE transactions and registered direct transactions. Prior to Rodman & Renshaw, he served as Senior Biotechnology Analyst at Oppenheimer and CIBC World Markets for 12 years. He was consistently ranked as the top analyst at the firm both internally and by clients and was named one of the best stock-pickers in biotechnology in the Wall Street Journal's "Best on the Street" Analysts Survey, was selected by Institutional Investor magazine as a member of its All-Star Home-Run Hitters research team and has been a member of the publication's All-America research team. Dr. Geller is often quoted in industry and general press, including the Wall Street Journal, the New York Times, and has made frequent television appearances on CNBC, Bloomberg television and CNN. Dr. Geller has also served as a consultant to venture capital firms, biotechnology companies and portfolio managers and analysts. Earlier in his career, he was a faculty member at the University of California at Berkeley; the University of Michigan, Ann Arbor and Duke University and published extensively.
 
 
 

 
 
About BioSpecifics Technologies Corp.
 
BioSpecifics Technologies Corp. is a biopharmaceutical company that has developed and licensed injectable collagenase for three clinical indications: Dupuytren's disease, Peyronie's disease and frozen shoulder (adhesive capsulitis). It has a development and licensing agreement with Auxilium Pharmaceuticals, Inc. Positive top line results from the Phase III clinical trials with XIAFLEX(TM) for treatment of Dupuytren's disease were released in June 2008. More information about the company may be found on its website at www.biospecifics.com.
 
 
2

 
-----END PRIVACY-ENHANCED MESSAGE-----