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): December 6, 2011
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34236 | 11-3054851 |
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| Of Incorporation) | 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 230.425)
[ ] 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Effective December 6, 2011, the Company’s Board of Directors (the “Board”), at the recommendation of the Nominating and Corporate Governance Committee, authorized an increase in the size of the Board from seven to eight directors and appointed Mr. George Gould to serve as a director in the second class of directors, with a term expiring at the Company’s annual meeting of stockholders in 2013. Mr. Gould was also appointed by the Board to serve as a member and co-chair of the Intellectual Property Committee and as the Board’s Intellectual Property Expert.
In connection with Mr. Gould’s appointment to the Board, the Board affirmatively determined that Mr. Gould qualifies as an “independent director” 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 Mr. Gould and any other person pursuant to which he was appointed to the Board. Neither Mr. Gould nor any of his immediate family has been a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Gould’s appointment to and service on the Board and the Intellectual Property Committee, Mr. Gould will be paid in accordance with the Company’s standard compensation arrangements for independent directors, which is described under the heading Director Compensation in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011 (the “2011 Proxy Statement”). Mr. Gould will also receive an additional $10,000 annually for his service as the Board’s Intellectual Property Expert.
Also in accordance with the Company’s standard compensation policy for directors, as described under the heading Director Compensation in the Company’s 2011 Proxy Statement, at this time, the Company has not granted any options to Mr. Gould in connection with his appointment to the Board.
A press release announcing Mr. Gould’s appointment is attached hereto as Exhibit 99.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) |
Exhibits |
| 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.
| Date: December 9, 2011 | BIOSPECIFICS TECHNOLOGIES CORP. |
| —————————————————— | |
| (Registrant) | |
| /s/ Thomas L. Wegman | |
| —————————————————— | |
| Thomas L. Wegman | |
| President |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release dated December 9, 2011 |
BioSpecifics Technologies Corp. Announces
Appointment
of George Gould to Board of Directors
LYNBROOK, NY – December 9, 2011 – BioSpecifics Technologies Corp. (NASDAQ: BSTC), a biopharmaceutical company developing first in class collagenase-based products marketed as XIAFLEX® in the U.S. and XIAPEX® in Europe and Eurasia, today announced the appointment of George Gould, Esq., to its Board of Directors effective December 6, 2011. Mr. Gould, an attorney, is Principal of George M. Gould, LLC, and of counsel to Gibbons PC. He has deep expertise in pharmaceutical and biotechnology intellectual property law and has extensive experience as an expert witness in patent cases. Notably, he was Vice President of Licensing and Corporate Development and Chief Patent Counsel at Hoffmann-La Roche for 28 years.
During Mr. Gould’s tenure at Roche, he helped negotiate and draft pioneering agreements with leading biotechnology companies including Genentech for alpha and beta interferon; Immunex Corporation for Interleukin-2; Dainippon Pharmaceutical Co. Ltd. for Interleukin-1; Cetus Corporation for Polymerase Chain Reaction (PCR); PDL BioPharma for Zenapax®, a humanized antibody product; and Research Corporation for Pegasys®, a form of PEGylated interferon. Mr. Gould also negotiated arrangements with many universities and government agencies, such as the University of Texas Medical Branch for thymosin; the University of California for endorphins and human growth hormone; Harvard Medical School for chemotactic peptides; NYU Medical School for the malaria vaccine; and the National Institutes of Health for ddC for the treatment of AIDS.
“I am very pleased to become a part of the BioSpecifics board. The Company has made significant achievements in the area of biopharmaceutical development during its 20 years as a public company and, given its small size, BioSpecifics’ accomplishments are outstanding in my opinion. Now that XIAFLEX is approved for Dupuytren’s contracture in the United States and Europe and is moving forward with multiple clinical trials for additional indications, BioSpecifics has major progress potential ahead and I look forward to contributing to its continued success,” said Mr. Gould.
“We are delighted that George has joined our Board of Directors. He has sat on the board of a number of public pharmaceutical companies and was at Hoffmann-La Roche for 28 years as a Vice President in licensing and IP. I believe his experience and expertise will be invaluable to BioSpecifics as XIAFLEX advances toward approval in several new clinical indications,” reflected Thomas Wegman, President of BioSpecifics.
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Mr. Gould has served on the Board of Directors of Tapestry Pharmaceuticals, Supratek Pharma, AngioGenex and Protein Design Labs. Prior to his current work, he was Senior Vice President at Pharmagenics for 1 year and before that, he was Vice President of Licensing and Corporate Development and Chief Patent Counsel at Hoffmann-La Roche for 28 years. He was also a Senior Patent Attorney at Esso Research & Engineering Co. for 6 years and was an organic chemist at Merck. He holds a JD from Columbia University School of Law and a LLM from New York University School of Law. He received a BA in Organic Chemistry from The Johns Hopkins University.
About BioSpecifics Technologies Corp.
BioSpecifics Technologies Corp. is a biopharmaceutical company that has developed injectable collagenase for twelve clinical indications. Its partner Auxilium Pharmaceuticals, Inc. markets XIAFLEX® in the U.S. for the treatment of Dupuytren's contracture in adults with palpable cord in the palm and is also developing XIAFLEX for the treatment of Peyronie's disease, which is currently in Phase 3 pivotal clinical trials, as well as for Frozen Shoulder (Adhesive Capsulitis) and cellulite. Pfizer, Inc. is responsible for marketing XIAPEX® for Dupuytren’s contracture in the 27 European Union member countries and 19 other European and Eurasian countries and also has commercialization and development rights for Peyronie’s disease in these same territories. Asahi Kasei Pharma Corporation has development and commercial rights for XIAFLEX for Dupuytren’s contracture and Peyronie’s disease in Japan. BioSpecifics is developing XIAFLEX internally for human and canine lipomas. More information about the Company may be found on its website at www.biospecifics.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, expected revenue growth, and the assumptions underlying or relating to such statements, are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "believe," "expect," "anticipate," "plan," "estimate," “likely,” “may,” “will,” “could,” “continue,” “project,” “predict”, “goal,” the negative or plural of these words, and other similar expressions. Our forward-looking statements are only predictions based on our current expectations and our projections about future events. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements, including the statements made by us and by our partner Auxilium Pharmaceuticals, Inc. (“Auxilium”) regarding progress toward achievement of Auxilium’s objectives for the U.S. launch of XIAFLEX® for Dupuytren’s contracture, including, among other things, developments in the reimbursement process; the ability of Pfizer, Inc. to achieve its objectives for XIAPEX® in Europe; the ability of Asahi Kasei Pharma Corporation to achieve its objectives for XIAFLEX in Japan; the success of the Phase III trials for XIAFLEX for the treatment of Peyronie’s disease; our ability to conduct clinical trials or development work for additional indications, which may be limited by our development and license agreement, as amended August 31, 2011, with Auxilium; the outcome of future clinical trials for additional indications including frozen shoulder, cellulite, human lipoma and canine lipoma, all of which will determine the amount of milestone, royalty and sublicense income we may receive; the potential of XIAFLEX to be used in additional indications; the receipt of any applicable milestone payments from Auxilium; and other risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2010 and in other reports we file from time to time with the Securities and Exchange Commission. All forward-looking statements included in this release are made as of the date hereof, and we assume no obligation to update these forward-looking statements.
Contact:
BioSpecifics Technologies Corp.
Thomas L. Wegman, President
(516) 593-7000
thomas_wegman@biospecifics.com
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