-----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, BW4rpXkLKKy9/dRH8vK8ZnA8Rhhi+hkMb/dHiYzJ6ToRROLipxV6uW1HBmcvtUgr wHEELRs7aeBRsALHY0Rozg== 0001144204-09-060350.txt : 20091117 0001144204-09-060350.hdr.sgml : 20091117 20091117144227 ACCESSION NUMBER: 0001144204-09-060350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091112 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091117 DATE AS OF CHANGE: 20091117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPROS THERAPEUTICS INC. CENTRAL INDEX KEY: 0000897075 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 760233274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15281 FILM NUMBER: 091190133 BUSINESS ADDRESS: STREET 1: 2408 TIMBERLOCH PL STREET 2: SUITE B-7 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2817193400 MAIL ADDRESS: STREET 1: 2408 TIMBERLOCH PLACE B-7 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: REPROS THERAPEUTICS INC DATE OF NAME CHANGE: 20060503 FORMER COMPANY: FORMER CONFORMED NAME: ZONAGEN INC DATE OF NAME CHANGE: 19930208 8-K 1 v166829_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report
(Date of earliest event reported): November 12, 2009
 
Repros Therapeutics Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-15281
76-0233274
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2408 Timberloch Place, Suite B-7
The Woodlands, Texas  77380
(Address of principal
executive offices
and zip code)
 
(281) 719-3400
(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 (see General Instruction A.2 below):

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

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

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

o           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.
 
On November 12, 2009, Repros Therapeutics Inc.’s (the “Company”) board of directors (the “Board”) appointed Dr. Jaye Thompson to the Board and to serve as a member of the Board’s Audit Committee.  In connection with such appointment, Dr. Thompson was granted an option to purchase 40,000 shares of the Company’s common stock pursuant to its 2000 Non-Employee Directors’ Stock Option Plan, as amended.  Additionally, Dr. Thompson and the Company entered into the Company’s standard indemnification agreement for directors, the form of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2009.

On November 12, 2009, Mark Lappe resigned his position as a member of the Company’s board of directors and chairperson of the board of directors.  Mr. Lappe’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices.  Nola E. Masterson, a member of the Company’s board of directors since 2004, has been appointed as chairperson of the Company’s board of directors.
 
A copy of the Company’s press release announcing the appointment of Dr. Thompson and resignation of Mr. Lappe is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On November 16, 2009, the Board elected Joseph S. Podolski as President of the Company.  Mr. Podolski, 62, has served as Chief Executive Officer and as a director of the Company since 1992.  Mr. Podolski also served as President of the Company from 1992 through February 2009.  He joined the Company in 1989 as Vice President of Operations.

Item 9.01  Financial Statements and Exhibits.
 
(d)  Exhibits.
 
 
Exhibit
 
 
Number
Description
     
99.1
Press Release dated November 12, 2009
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Repros Therapeutics Inc.  
       
Date:  November 16, 2009
By:
/s/ Joseph S. Podolski  
    Joseph S. Podolski  
    Chief Executive Officer  
 
 
 

 
 
EXHIBIT INDEX
 
 
Exhibit
 
 
Number
Description
     
99.1
Press Release dated November 12, 2009
 
 
 

 
 
EX-99.1 2 v166829_ex99-1.htm
Exhibit 99.1
 
REPROS APPOINTS DR. JAYE THOMPSON TO BOARD OF DIRECTORS
 
Nola E. Masterson Appointed As Board Chair
 
 
THE WOODLANDS, Texas – November 12, 2009 – Repros Therapeutics Inc. (NasdaqGM:RPRX) today announced that it has elected Dr. Jaye Thompson to its Board of Directors, and as a member of the Board’s Audit Committee, effective immediately.
 
Dr. Thompson has previously assisted Repros in many of Repros’ clinical studies and is familiar with the Company’s products and programs.  A successful entrepreneur, Dr. Thompson was the president and founder of SYNERGOS, Inc. a full service contract research organization located in The Woodlands, Texas.  Founded in 1991, SYNERGOS was acquired by inVentiv Health (NASDAQ: VTIV), as a wholly owned subsidiary in 2006.
 
Dr. Thompson has advised a number of the region’s leading life science companies on strategic and regulatory planning as well as clinical product development. She has directed and managed statistical analysis, data management, report writing and conduct of clinical trials for a wide variety of indications. Dr. Thompson has been actively involved in over 200 clinical trials for drugs, biologics and devices, and has been associated with numerous FDA regulatory submissions. She frequently represents sponsor companies at FDA meetings and advisory committee meetings.
 
Repros also announced today that Nola E. Masterson, a Board member since 2004, has been appointed as Chair of the Board of Directors, effective immediately, and that Mark Lappe, the current Chair, has resigned from the Board, effective immediately, for personal reasons.

“I am pleased that Jaye has agreed to serve on our Board,” said Joseph S. Podolski, Chief Executive Officer, and a member of the Board of Repros.  “I have worked with Jaye for over 10 years, and I believe that she will bring a significant amount of relevant expertise and insight to our company, especially in the area of clinical development of our two product candidates.”
 
Dr. Thompson holds a Bachelor's degree in Applied Mathematics from Texas A&M University and an MS and a PhD in Biostatistics from the University of Texas Health Science Center in Houston.  She serves on the Gulf Coast Regional Center of Innovation and Commercialization Executive Board, the MD Anderson Technology Review Committee, the Houston Community College Biotech Advisory Committee, the Lone Star College Biotechnology Advisory Board, and the BioHouston Associate Advisory Board.  She is also a member of the Society for Clinical Trials, the Drug Information Association, and the American Statistical Association.

About Repros Therapeutics Inc.
 
Repros Therapeutics focuses on the development of oral small molecule drugs for major unmet medical needs that treat male and female reproductive disorders.

Any statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including Repros' ability to successfully defend itself against the class action complaints, maintain its listing on the NASDAQ Global Market or qualify for moving its listing to the NASDAQ Capital Market, raise needed additional capital in the immediate future in order for it to continue its operations on acceptable terms or at all, Repros’ ability to have success in the clinical development of its technologies, the occurrence, timing and outcome of any meetings with the FDA, whether clinical trials of Proellex may be resumed, whether any safe and effective dose for Proellex can be determined, whether a clear clinical path for Androxal can be determined and such other risks which are identified in the Company's most recent Annual Report on Form 10-K and in any subsequent quarterly reports on Form 10-Q. These documents are available on request from Repros Therapeutics or at www.sec.gov. Repros disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
 

 

For more information, please visit the Company's website at http://www.reprosrx.com.

 
Contact:
Repros Therapeutics Inc.
Joseph Podolski (281) 719-3447
Chief Executive Officer
 
 
 

 
 
-----END PRIVACY-ENHANCED MESSAGE-----