-----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, Cy/66Dq5bGsw0AkNmdIOhOyvpvZoXiTsAQekZTiyMTKTlDEqHNVDwEJklXltXXvS YGkE9LNbKu5NRJlUiKwQug== 0001157523-08-001417.txt : 20080214 0001157523-08-001417.hdr.sgml : 20080214 20080214163026 ACCESSION NUMBER: 0001157523-08-001417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080213 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: 20080214 DATE AS OF CHANGE: 20080214 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: 08617034 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 a5609043.htm ARIAD PHARMACEUTICALS, INC. 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): February 13, 2008

ARIAD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-21696

22-3106987

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February 13, 2008 ARIAD Pharmaceuticals, Inc. announced that it has promoted Richard W. Pascoe to the new position of chief operating officer and has expanded the role of Timothy P. Clackson, Ph.D., ARIAD’s chief scientific officer, to include all of research, preclinical development, and applied sciences. Mr. Pascoe previously held the title of chief commercial officer. In his new role, Mr. Pascoe will assume responsibility for operating, new product planning, manufacturing, marketing and sales, and business development activities and will continue to report to Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD. These actions became effective on February 11, 2008.

Prior to his promotion, Mr. Pascoe, age 44, served as ARIAD’s Senior Vice President and Chief Commercial Officer since June 2007. Prior to that, he held the position of Vice President and Chief Commercial Officer since November 2005. From 2000 to 2005, Mr. Pascoe held various senior sales and marketing positions at King Pharmaceuticals, Inc., most recently as Senior Vice President, Marketing. From 1999 to 2000, he served as Director of Marketing at Medco Research, Inc (which was acquired by King Pharmaceuticals). From 1997 to 1999, Mr. Pascoe was Southern Region Manager at Cor Therapeutics, Inc. Prior to Cor, he held various positions in the commercial groups at B. Braun Interventional and The BOC Group. Mr. Pascoe also served as a Commissioned Officer with the U.S. Army 24th Infantry Division, including being advisor to the Brigade Commander during Operation Desert Storm. Mr. Pascoe received his B.S. degree in Leadership Studies from the United States Military Academy at West Point.

Mr. Pascoe has an employment agreement with ARIAD dated September 25, 2005, a copy of which has been filed as an exhibit to ARIAD’s Annual Report on Form 10-K for the year ended December 31, 2005. The agreement, which originally had a term expiring on December 31, 2007, was extended in May 2007 through December 31, 2010, subject thereafter to automatic renewal for successive one-year terms absent notice to the contrary by either party. Mr. Pascoe’s current salary is $300,000, subject to increase by the Board of Directors from time to time. Under the terms of the agreement, Mr. Pascoe is eligible to receive a discretionary bonus of up to 30% of salary, payable in the form of stock options, stock awards, deferred compensation or cash, as determined by the Board of Directors. The agreement also provides that Mr. Pascoe is entitled to, among other things, participation in any incentive, stock award or bonus plan, pension, group insurance and fringe benefits on the same basis as executives at a comparable level; group health, disability and life insurance; four weeks paid vacation; an auto allowance and standard tax preparation and planning services; one three-month period of fully paid leave after each six years of continuous employment, under ARIAD’s executive sabbatical policy; reimbursement of business expenses; and indemnification and directors’ and officers’ insurance coverage. In addition, if Mr. Pascoe is terminated without cause, ARIAD is obligated to continue payment of his then current salary for the remainder of the employment agreement term; accelerate vesting of all stock, stock options, stock awards, and similar equity awards granted to him that would have otherwise vested during the term, subject to the normal post termination exercise period; and continued payment of all benefits covered under COBRA for up to one year

2

No family relationship exists between Mr. Pascoe and any director or other executive officer of ARIAD, nor are there any transactions which would be required to be disclosed under Item 404(a) of Regulation S-K.

There were no changes to Mr. Pascoe’s or Dr. Clackson’s compensation or employment agreements in connection with their promotions.

Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02 is the text of the ARIAD’s press release announcing these actions.

ITEM 9.01   Financial Statements and Exhibits.
  (d)   The following exhibit is filed with this report
 
Exhibit

Number

Description

99.1 Press release dated February 13, 2008.
3

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:

/s/ Edward M. Fitzgerald

Edward M. Fitzgerald

Senior Vice President, Finance and Corporate

Operations, Chief Financial Officer

 

 

Date:

February 14, 2008

4

EXHIBIT INDEX

Exhibit
Number
Description
99.1

Press release dated February 13, 2008

5

EX-99.1 2 a5609043-ex991.htm EXHIBIT 99.1

Exhibit 99.1

ARIAD Appoints Richard W. Pascoe as Chief Operating Officer and Expands Role of Timothy P. Clackson, Chief Scientific Officer

CAMBRIDGE, Mass.--(BUSINESS WIRE)--ARIAD Pharmaceuticals, Inc. (NASDAQ: ARIA) today announced that it has promoted Richard W. Pascoe to the new position of chief operating officer and has expanded the role of Timothy P. Clackson, Ph.D., ARIAD’s chief scientific officer, to include all of research, preclinical development, and applied sciences. Mr. Pascoe previously held the title of chief commercial officer. In his new role, Mr. Pascoe will assume responsibility for operating, new product- planning, manufacturing, marketing and sales, and business development activities and will continue to report to Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD.

“I am pleased to recognize the proven leadership qualities demonstrated by Rich and Tim during their tenures at ARIAD. I am proud of the caliber of talent on our executive leadership team and the results we have achieved over the past several years,” said Dr. Berger. “We are well positioned to successfully build a sustainable commercial business based on innovation and long-term growth. I look forward to working closely with Rich, Tim, and the other members of our senior management team over the long term in building ARIAD as a leading oncology company.”

“I am excited to lead our core business functions at this pivotal stage in ARIAD’s evolution,” said Mr. Pascoe. “I believe our growing commercial infrastructure should create value-enhancing opportunities for our product candidates as we realize our vision of becoming a fully integrated pharmaceutical company.”

“ARIAD’s scientific teams have a demonstrated track record of delivering new targeted drugs for major unmet medical needs in oncology,” said Dr. Clackson. “We will continue to focus on building the Company’s pipeline of small-molecule cancer product candidates as our commercial strategy evolves.”

Prior to joining ARIAD in 2005, Mr. Pascoe held a series of senior management roles at King Pharmaceuticals, Inc., a leading specialty pharmaceutical company developing and marketing novel branded prescription products. Most recently, he held senior vice president positions in both marketing and sales, and previously, he held vice president positions in both international sales and marketing and hospital sales. Prior to King, he was in the commercial groups at Medco Research, Inc. (which was acquired by King), COR Therapeutics, Inc. (where he helped lead the successful launch of eptifibatide [Integrilin®]), B. Braun Interventional and The BOC Group. Mr. Pascoe received his B.S. degree in Leadership Studies from the United States Military Academy at West Point.

Dr. Clackson joined ARIAD in 1994 as a senior scientist and subsequently served in a variety of scientific leadership positions, including as chief scientific officer since 2003. Dr. Clackson led the research teams that discovered both deforolimus and AP24534. Previously, he was a postdoctoral fellow at Genentech, Inc. studying the molecular basis for human growth hormone function. Dr. Clackson received his B.A. degree in biochemistry from the University of Oxford and his Ph.D. in biology from the University of Cambridge for research conducted at the MRC Laboratory of Molecular Biology into antibody engineering and the development of phage-display technology.

About ARIAD

ARIAD is engaged in the discovery and development of breakthrough medicines to treat cancer by regulating cell signaling with small molecules. ARIAD 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 has a global partnership with Merck & Co., Inc. to develop and commercialize deforolimus, ARIAD's lead cancer product candidate, which is in Phase 3 clinical development. ARIAD’s second oncology product candidate, oral AP24534, is a novel multi-targeted kinase inhibitor in Phase 1 clinical development in hematological cancers. ARIAD has an exclusive license to pioneering technology and patents related to certain NF-κB treatment methods, and the discovery and development of drugs to regulate NF-κB 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.

This press release contains "forward-looking statements," including statements related to ARIAD's oncology product candidates and commercial plans. Forward-looking statements are based on management's 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 statements. These risks and uncertainties include, but are not limited to, the costs associated with our research, development, manufacturing and other activities, the conduct and results of pre-clinical and clinical studies of our product candidates, difficulties or delays in obtaining regulatory approvals to market products resulting from our development efforts, our reliance on our strategic partners and licensees and other key parties for the successful development, manufacturing and commercialization of products, the adequacy of our capital resources and the availability of additional funding, patent protection and third-party intellectual property claims relating to our and any partner's product candidates, the timing, scope, cost and outcome of legal and patent office proceedings concerning our NF-κB patent portfolio, the potential acquisition of or other strategic transaction regarding the minority stockholders' interests in our 80%-owned subsidiary, ARIAD Gene Therapeutics, Inc., future capital needs, risks related to key employees, markets, economic conditions, prices, reimbursement rates and competition, and other factors detailed in the Company's public filings with the U.S. Securities and Exchange Commission. The information contained in this press release 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.
Edward M. Fitzgerald, 617-621-2345
or
Pure Communications
Sheryl Seapy, 949-608-0841

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