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

February 28, 2012

Date of Report (Date of earliest event reported)

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23272	87-0439579
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

550 Hills Drive, 3rd Floor

Bedminster, NJ 07921

(Address of principal executive offices)

(908) 450-5300

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

oPre-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 Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On February 28, 2012, the Board of Directors (the “Board”) of NPS Pharmaceuticals, Inc. (the “Company”) increased the number of directors on the Board from eight to nine and elected Georges Gemayel as a director to fill the newly-created vacancy on the Board.  Dr. Gemayel, 51, previously served as executive chairman of FoldRx Pharmaceuticals, Inc., president and chief executive officer of Altus Pharmaceuticals, Inc., executive vice president of Genzyme Corporation, and vice president, national specialty care of Roche.

In connection with Dr. Gemayel’s election, the Compensation Committee of the Board approved a grant of 56,500 options to Dr. Gemayel under the Company’s 2005 Omnibus Equity Plan.  The options will vest over four years and become exercisable 25% on the first anniversary of the date of grant and 6.25% every three months thereafter.   Dr. Gemayel will also participate in the Company’s non-employee director compensation program.

Dr. Gemayel has not been appointed to any committees of the Board.  There are no arrangements or understandings between Dr. Gemayel and any other person pursuant to which Dr. Gemayel was elected as a director.  In addition, there have been no transactions involving the Company or any of its subsidiaries in which Dr. Gemayel has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

On February 29, 2012, the Company issued a press release announcing Dr. Gemayel’s election, which is attached as Exhibit 99.1.

ITEM 9.01.            Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release of NPS Pharmaceuticals, Inc. dated February 29, 2012.

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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:  February 29, 2012	NPS PHARMACEUTICALS, INC.
	By:	/s/ EDWARD STRATEMEIER
		Edward Stratemeier
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of NPS Pharmaceuticals, Inc. dated February 29, 2012

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EX-99.1

Exhibit 99.1

For Immediate Release	Contact:	Susan M. Mesco
		NPS Pharmaceuticals, Inc. (908)450-5516 smesco@npsp.com

NPS Pharmaceuticals Appoints Georges Gemayel, Ph.D., to Board of Directors

BEDMINSTER, New Jersey — February 29, 2012 — NPS Pharmaceuticals, Inc. (NASDAQ: NPSP), a biopharmaceutical company developing orphan therapeutics for rare gastrointestinal and endocrine disorders, today announced the appointment of Georges Gemayel, Ph.D., to its board of directors. Dr. Gemayel previously served as executive chairman of FoldRx Pharmaceuticals, Inc., president and chief executive officer of Altus Pharmaceuticals, Inc., executive vice president of Genzyme Corporation, and vice president, national specialty care of Roche.

“It is with great pleasure that I welcome Georges to our board,” said Peter G. Tombros, chairman of NPS Pharmaceuticals. “His extensive knowledge of the biopharmaceutical industry, understanding of the orphan products space, and successful commercial experience will be highly valuable as we prepare for the potential launches of Gattex and Natpara. We look forward to his contributions to our future success.”

Dr. Gemayel, 51, brings more than 20 years of pharmaceutical industry experience to the NPS board of directors. From 2008 to 2009 he served as president, chief executive officer, and director of Altus Pharmaceuticals, a biopharmaceutical company focused on oral and injectable protein therapeutics for patients with gastrointestinal and metabolic disorders. From 2003 to 2008, Dr. Gemayel was executive vice president of Genzyme Corporation where he was responsible for the company’s global therapeutics businesses, which included lysosomal storage disorders, nephrology, transplant, endocrinology, and bio-surgery. Previously he served as vice president of the U.S. Specialty Care Business for Hoffmann-La Roche and as general manager of Hoffmann-La Roche Portugal.

Dr. Gemayel completed his doctorate in pharmacy at Saint Joseph University in Beirut, Lebanon and earned a Ph.D. in pharmacology at Paris-Sud University, France. He currently serves as chairman of Syndexa Pharmaceuticals Corp. and chairman of Vascular Magnetics, Inc. and

previously served as a director of Adolor Corporation and executive chairman of FoldRx Pharmaceuticals, Inc.

About NPS Pharmaceuticals

NPS Pharmaceuticals is a biopharmaceutical company focused on bringing orphan products to patients with rare disorders and few, if any, therapeutic options. NPS is advancing two late-stage registration programs. A New Drug Application is undergoing FDA review for Gattex® (teduglutide) as a treatment for adult short bowel syndrome (SBS) and a Phase 3 registration study has been completed for Natpara™ (recombinant human parathyroid hormone (rhPTH [1-84]) in adult hypoparathyroidism. NPS’ earlier stage pipeline includes two calcilytic compounds, NPSP790 and NPSP795, with potential application in rare disorders involving increased calcium receptor activity, such as autosomal dominant hypocalcemia with hypercalciuria (ADHH). NPS complements its proprietary programs with a royalty-based portfolio of products and product candidates that includes agreements with Amgen, GlaxoSmithKline, Kyowa Hakko Kirin, Nycomed, and Janssen Pharmaceuticals.

“NPS,” “NPS Pharmaceuticals,” “Gattex,” and “Natpara” are the company’s trademarks.  All other trademarks, trade names or service marks appearing in this press release are the property of their respective owners.

Statements made in this press release, which are not historical in nature, constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements are based on the company’s current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks associated to the company’s business include, but are not limited to, the risks associated with any failure by the company to successfully complete its preclinical and clinical studies within the projected time frames or not at all, the risk of not gaining marketing approvals for Gattex and Natpara, the risks associated with the company’s strategy, as well as other risk factors described in the company’s periodic filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K and Form 10-Qs. All information in this press release is as of the date of this release and NPS undertakes no duty to update this information.

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