-----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, SuxaQZjypLWocSlz3A/+5QQiadfyTIFujX0gpc2ojEU84uPt1CIbADW8nSXDwNxC qf1PNzGmckDntCZ+w4lgYQ== 0001193125-07-246630.txt : 20071114 0001193125-07-246630.hdr.sgml : 20071114 20071114103552 ACCESSION NUMBER: 0001193125-07-246630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071109 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: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 071241404 BUSINESS ADDRESS: STREET 1: 550 HILLS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: (908) 450-5300 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 8-K 1 d8k.htm FORM 8-K Form 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): November 9, 2007

 


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)   (IRS Employer Identification No.)

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:

 

¨ 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.

(b) On November 9, 2007, Mr. Gerard D. Michel resigned as Chief Financial Officer of the Company, effective November 19, 2007. Mr. Michel will serve as a consultant to the Company on an as-needed basis to ensure a smooth transition of his responsibilities.

(c) On November 13, 2007, NPS Pharmaceuticals, Inc. (“NPS” or the “Company”) issued a press release announcing the appointment of Mr. Luke M. Beshar as Senior Vice President and Chief Financial Officer of the Company, effective November 20, 2007. A copy of the press release is attached hereto as Exhibit 99.1. Prior to joining the Company, Mr. Beshar, age 49, served as Executive Vice President and Chief Financial Officer of Cambrex Corporation since December 2002. Before joining Cambrex, Mr. Beshar served as Senior Vice President and Chief Financial Officer of Dendrite International from January 2002 to December 2002.

On November 13, 2007, Mr. Beshar agreed to the terms of the Company’s offer letter which provides for a minimum annual salary of $335,000 and a bonus of $15,000 for the year ended December 31, 2007. Under the terms of the offer letter, Mr. Beshar will be eligible to participate in the Company’s 2007 Short Term Incentive Plan beginning January 1, 2008 at an annual incentive target of 35% of his base salary. Mr. Beshar will also receive an initial grant of 200,000 incentive stock options under the Company’s 2005 Omnibus Incentive Plan (the “2005 Plan”), and will be eligible to receive 45,500 options annually under the 2005 Plan, granted at the discretion of the Board of Directors in four equal quarterly installments. Options granted under the 2005 Plan vest over a period of four years following the date of grant, with 28% vesting on the first anniversary of the date of grant and 2% vesting each month thereafter. Mr. Beshar’s offer letter provides that he is eligible to receive severance benefits, including under the Company’s Change in Control Severance Pay Plan. He is also eligible to participate in the Company’s 401K plan and to receive medical and other benefits coverage available to the Company’s U.S. employees. The foregoing description of the terms of Mr. Beshar’s employment is a summary only and is qualified in its entirety by reference to the full terms of the offer letter, which will be filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2007.

The company is not aware of any relationship or transaction requiring disclosure herein pursuant to Item 401(d) or Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

The following exhibit is filed with this Report on Form 8-K:

 

Exhibit No.  

Description

99.1   Press release, dated November 13, 2007

 

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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.

 

      NPS PHARMACEUTICALS, INC.
Date:   November 14, 2007     By:   /s/ Val R. Antczak
       

Val R. Antczak, Senior Vice President, Legal Affairs,

General Counsel and Secretary

 

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Exhibit Index

 

Exhibit No.   

Description

99.1    Press release, dated November 13, 2007

 

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EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

NPS Pharmaceuticals Announces Senior Management Appointments

Bedminster, NJ – November 13, 2007 – NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) announced today the promotion of Andrew Rackear to senior vice president, legal affairs, and general counsel, effective November 15, 2007, and the appointment of Luke M. Beshar as senior vice president and chief financial officer, effective November 20, 2007. Mr. Rackear replaces Val Antczak, who is retiring from NPS in conjunction with the closing of the company’s Salt Lake City facility. Mr. Beshar replaces Gerard Michel, who is leaving the company on November 19, 2007 to pursue new professional opportunities but will remain a consultant to NPS on an as-needed basis to ensure a smooth transition of his responsibilities.

Mr. Rackear joined NPS in July 2007 as associate general counsel. Previously, he was vice president and general counsel at Chugai Pharma, USA and vice president and general counsel at Amersham Biosciences Corp. He received his law degree from New York University and is a member of the New York and New Jersey state bar associations.

Mr. Beshar is a former CFO of various public and private companies and has more than twenty five years of general and financial management experience. Most recently, he served as executive vice president and chief financial officer of Cambrex Corporation, a global life sciences company. He was also senior vice president and chief financial officer at Dendrite International, a leading provider of services to the life sciences industry. Mr. Beshar began his career with Arthur Andersen & Co. He is a certified public accountant, obtained his undergraduate degree in accounting and finance from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business, University of Virginia.

NPS president and CEO, Dr. Tony Coles, stated: “I congratulate Andy on his promotion and extend a warm welcome to Luke, who brings great financial and general management experience to NPS. I also wish to acknowledge the contributions of Val and Gerry, who played key roles in restructuring NPS so that the company could continue to develop its late-stage product candidates and pursue its mission of treating diseases and transforming lives. I am grateful for their guidance and counsel and thank them for their willingness to ensure a smooth transition of responsibilities to their successors. Val and Gerry have both been creative and effective forces in the life of the company and we wish them great success in their next endeavors. Gerry, in particular, has also done a great job strengthening the company’s balance sheet this year through a series of innovative financings which have enabled us to retire our 2008 convertible debt.”

About NPS

NPS Pharmaceuticals is a biopharmaceutical company focused on the development and commercialization of small molecules and recombinant proteins as drugs, primarily for the treatment of metabolic, bone and mineral, and central nervous system disorders. The company has drug candidates in various stages of clinical development. Additional information is available on the company’s website, http://www.npsp.com.

Note: 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 management’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. All information in this press release is as of November 13, 2007 and we undertake no duty to update this information. A more complete description of these risks can be found in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year-ended December 31, 2006 and our Quarterly Report on Form 10-Q for the quarter-ended September 30, 2007.

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