-----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, KxfrxBEhzRb982iU4S80s9wdULm+XbpFTuIhATqWhhFV1TrQk6AUxUUhakdzis3W xjqB3f4EaGhfp2vU4NKuKA== 0001157523-04-008709.txt : 20040923 0001157523-04-008709.hdr.sgml : 20040923 20040923075041 ACCESSION NUMBER: 0001157523-04-008709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040923 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040923 DATE AS OF CHANGE: 20040923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21696 FILM NUMBER: 041041942 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 a4725813.txt ARIAD PHARMACEUTICALS 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, 2004 ARIAD Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 0-21696 22-3106987 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 26 Landsdowne Street, Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 494-0400 Not Applicable (Former name or 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 (see General Instruction A.2. below): |_| 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)) ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) On September 23, 2004, Michael D. Kishbauch was appointed to the Board of Directors of ARIAD Pharmaceuticals, Inc. There are no arrangements between Mr. Kishbauch and any other persons pursuant to which Mr. Kishbauch was selected as a director, nor are there any transactions to which ARIAD is a party and in which Mr. Kishbauch had a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Kishbauch is expected to be appointed to the audit committee and the compensation committee in October 2004. A copy of the press release announcing Mr. Kishbauch's appointment is filed herewith as Exhibit 99.1. ITEM 9.01 Financial Statements and Exhibits. (c) The following exhibits are filed with this report Exhibit Number Description -------- ----------- 99.1 Press release dated September 23, 2004. 2 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. ARIAD PHARMACEUTICALS, INC. By: ------------------------------------------- Edward M. Fitzgerald Senior Vice President and Chief Financial Officer Date: September 23, 2004 3 EXHIBIT INDEX Exhibit Number Description - -------- ------------ 99.1 Press release dated September 23, 2004. 4 EX-99.1 2 a4725813ex991.txt NEWSRELEASE Exhibit 99.1 ARIAD Appoints Michael Kishbauch, Senior Pharmaceutical Executive, to Its Board of Directors CAMBRIDGE, Mass.--(BUSINESS WIRE)--Sept. 23, 2004--ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced the appointment of Michael D. Kishbauch to its Board of Directors. Mr. Kishbauch is president and chief executive officer of Achillion Pharmaceuticals, Inc., a biopharmaceutical company developing drugs for serious infections associated with drug-resistant viruses or bacteria. Previously, he was a founder, president and chief executive officer of OraPharma, Inc., a commercial-stage biopharmaceutical company developing, marketing and selling oral health care and specialty pharmaceutical products, which was acquired in 2003 by Johnson & Johnson, Inc. After the acquisition, he joined J&J as president of the OraPharma division. He also held senior management positions at Medimmune, Inc., including president and chief operating officer, and at Ciba-Geigy Corporation, including vice president, product planning and promotion. Mr. Kishbauch received an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from Wesleyan University. "I am very pleased to have Mike Kishbauch join our Board of Directors," said Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD. "Mr. Kishbauch, an ARIAD director in 2002-2003, is an extraordinarily talented and experienced executive who has spent his career launching and commercializing pharmaceutical products. Since those are the challenges that we will face in the coming years, we are fortunate that Mr. Kishbauch is returning to our Board." ARIAD is engaged in the discovery and development of breakthrough medicines to treat cancer by regulating cell signaling with small molecules. The Company is developing a comprehensive approach to patients with cancer that addresses the greatest medical need - aggressive and advanced-stage cancers for which current treatments are inadequate. ARIAD also has an exclusive license to pioneering technology and patents related to certain NF-(kappa)B treatment methods, and the discovery and development of drugs to regulate NF-(kappa)B cell-signaling activity, which may be useful in treating certain diseases. Additional information about ARIAD can be found on the web at http://www.ariad.com. Some of the matters discussed herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are identified by the use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such statements are based on management's current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such forward-looking statements. These risks include, but are not limited to, risks and uncertainties regarding the Company's ability to accurately estimate the actual research and development expenses and other costs associated with the preclinical and clinical development of our product candidates, the adequacy of our capital resources and the availability of additional funding, risks and uncertainties regarding the Company's ability to successfully conduct preclinical and clinical studies of its product candidates, risks and uncertainties that clinical trial results at any phase of development may be adverse or may not be predictive of future result or lead to regulatory approval of any of the Company's product candidates, and risks and uncertainties relating to regulatory oversight, intellectual property claims, the timing, scope, cost and outcome of legal proceedings, future capital needs, key employees, dependence on the Company's collaborators and manufacturers, markets, economic conditions, products, services, prices, reimbursement rates, competition and other risks detailed in the Company's public filings with the Securities and Exchange Commission, including ARIAD's Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The information contained in this document is believed to be current as of the date of original issue. The Company does not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in the Company's expectations, except as required by law. CONTACT: ARIAD Pharmaceuticals, Inc. Tom Pearson, 610-407-9260 or Kelly Lindenboom, 617-621-2345 -----END PRIVACY-ENHANCED MESSAGE-----