-----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, O3mS/OYYv9Oq5AA4YH+XnpjpHdG7fiMy8ikhMnEPVUvGNCHKWMgK24j5lelIK9Rh OeId0D4ht5xhKLUeHkArgw== 0001157523-11-000311.txt : 20110124 0001157523-11-000311.hdr.sgml : 20110124 20110124171546 ACCESSION NUMBER: 0001157523-11-000311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110118 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: 20110124 DATE AS OF CHANGE: 20110124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANIKA THERAPEUTICS INC CENTRAL INDEX KEY: 0000898437 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043145961 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14027 FILM NUMBER: 11544374 BUSINESS ADDRESS: STREET 1: 236 WEST CUMMINGS PARK CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179326616 MAIL ADDRESS: STREET 1: 236 WEST CUMMINGS PARK CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: ANIKA RESEARCH INC DATE OF NAME CHANGE: 19930309 8-K 1 a6583545.htm ANIKA THERAPEUTICS, 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): January 18, 2011

Anika Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

000-21326

04-3145961

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

32 Wiggins Avenue, Bedford, Massachusetts

  01730
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (781) 457-9000

N/A
(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 obligations 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.

(d)  Election of Jeffery S. Thompson to the Board of Directors.

On January 18, 2011, the Company increased the size of its Board of Directors from six to seven members and appointed Jeffery S. Thompson as a Class I director of the Company.  Mr. Thompson is Chairman and Chief Executive Officer of Advanced Bio-Technologies, Inc., Chairman of Woodbury Products, Inc. and is an Operating Partner for HealthEdge Investment Partners, LLC, a private equity firm focused exclusively in the healthcare industry. For his services as a director of the Company, Mr. Thompson will be compensated consistent with the Company's current compensation arrangements for its non-employee directors.  Mr. Thompson was not appointed to any committees of the Board of Directors of the Company.

In connection with his appointment to the Board of Directors of the Company, on January 18, 2011 Mr. Thompson was awarded restricted stock units under the Company's Amended and Restated 2003 Stock Option and Incentive Plan.  The award covers an initial grant of 4,196 restricted stock units, and a grant of 4,297 restricted stock units as part of his annual compensation for service to the Board of Directors.  Each restricted stock unit gives the recipient the right to receive one share of the Company’s common stock, and is valued at $6.98 per unit, the fair market value of a share of the Company's common stock on January 18, 2011.  The restricted stock units vest in four equal yearly installments beginning on January 18, 2012.  A copy of the press release issued by the Company on January 20, 2011, announcing the appointment of Mr. Thompson to the Board of Directors of the Company is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Mr. Thompson was recommended to the Company’s Board of Directors as an unaffiliated independent board designee by Fidia Farmaceutici S.p.A., a privately held Italian corporation (“Fidia”) holding more than five percent of the outstanding shares of the Company’s common stock, pursuant to the terms of that certain Sale and Purchase Agreement, dated December 30, 2009, by and between Fidia and the Company (the “Purchase Agreement”).  In accordance with the terms of the Purchase Agreement, Mr. Thompson was found to be a qualified and mutually acceptable director candidate by the Company and Fidia. The above description of terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2010 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.

Description

99.1

Press Release of Anika Therapeutics, Inc. on January 20, 2011


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.

ANIKA THERAPEUTICS, INC.

 

January 24, 2011

By:

/s/ Kevin W. Quinlan

 

Kevin W. Quinlan

 

Chief Financial Officer


Exhibit Index

Exhibit No.

Description

99.1

Press Release of Anika Therapeutics, Inc. on January 20, 2011

EX-99.1 2 a6583545ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Anika Therapeutics Appoints Industry Veteran Jeffery S. Thompson to Board of Directors

Company Adds Seat to Board with Addition of Experienced Life Sciences CEO

BEDFORD, Mass.--(BUSINESS WIRE)--January 20, 2011--Anika Therapeutics, Inc. (NASDAQ:ANIK) today announced that it has appointed Jeffery S. Thompson, Chairman and Chief Executive Officer of Advanced Bio-Technologies, Inc. (ABT), to its Board of Directors. ABT is a Georgia-based biopharmaceutical company specializing in the treatment and management of scars. With the addition of Mr. Thompson, Anika has increased the number of board seats to seven.

“Jeff is a veteran in the life sciences industry with a proven track record of executing successful commercial and operating strategies,” said Charles H. Sherwood, Ph.D., president and chief executive officer. “Throughout his career, Jeff has leveraged his knowledge of the pharmaceutical industry, strategic planning skills and entrepreneurial spirit to effectively optimize operations to help companies meet their growth potential. Jeff is an excellent addition to Anika’s board as we work to develop and commercialize a number of exciting products.”

In addition to his role at ABT, Mr. Thompson is an Operating Partner for HealthEdge Investment Partners, a private equity firm focused exclusively in the healthcare industry. Mr. Thompson also serves as Chairman of the Board at Woodbury Products, a New York-based company dedicated to the distribution of high quality incontinence and related healthcare products. Previously, Mr. Thompson served as Chief Operating Officer at Stiefel Laboratories, Inc., where he was also a member of the board of directors until the company’s acquisition by GlaxoSmithKline. Prior to becoming Stiefel’s COO, Thompson served as Stiefel’s Senior Vice President, U.S. Business Services and President of Glades Pharmaceuticals. Earlier in his career, Thompson held Sales and Business Management positions at Bausch & Lomb Pharmaceuticals and began his career at SmithKline Beecham as a Professional Sales Representative. Mr. Thompson received his Bachelor’s degree in General Science after completing one year of study in Dental Medicine, both at the University of Pittsburgh.

About Anika Therapeutics, Inc.

Headquartered in Bedford, Mass., Anika Therapeutics, Inc. develops, manufactures and commercializes therapeutic products for tissue protection, healing, repair and regeneration. These products are based on hyaluronic acid (HA), a naturally occurring, biocompatible polymer found throughout the body. Anika’s products range from orthopedic/joint health solutions led by ORTHOVISC®, a treatment for osteoarthritis of the knee; to surgical aids in the ophthalmic and anti-adhesion fields. The company also offers aesthetic dermal fillers for the correction of facial wrinkles. Anika’s Italian subsidiary, Fidia Advanced Biopolymers, S.r.l (FAB), provides complementary HA products in orthopedic/joint health and anti-adhesion, as well as therapeutics in new areas such as advanced wound treatment and ear, nose and throat care. FAB’s regenerative tissue technology advances Anika’s vision to offer therapeutic products that go beyond pain relief to protect and restore damaged tissue.

The statements made in this press release which are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements that may be identified by words such as "expectations," "remains," "focus," "expected," "prospective," "expanding," "building," "continue," "progress," “plan,” "efforts," "hope," "believe," "objectives," "opportunities," "will," "seek," “expect” and other expressions which are predictions of or indicate future events and trends and which do not constitute historical matters identify forward-looking statements. These statements include, but are not limited to, those relating to Anika working to commercialize a number of exciting products, and the expected success and contributions of Jeffery Thompson. The Company's actual results could differ materially from any anticipated future results, performance or achievements described in the forward-looking statements as a result of a number of factors including: (i) the company's ability to successfully commence and/or complete clinical trials of its products on a timely basis or at all, obtain clinical data to support a pre-market approval application and/or FDA approval, and/or receive FDA or other regulatory approvals of its products, or that such approvals will not be obtained in a timely manner or without the need for additional clinical trials; (ii) the company's research and product development efforts and their relative success, including whether the company has any meaningful sales of any new products resulting from such efforts; (iii) the cost effectiveness and efficiency of our manufacturing operations and production planning; (iv) the strength of the economies in which the company operates or will be operating, as well as the political stability of any of those geographic areas (v) future determinations by the company to allocate resources to products and in directions not presently contemplated. Certain other factors that might cause the company's actual results to differ materially from those in the forward-looking statements include those set forth under the headings "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended December 31, 2009, and Form 10-Q for the quarter ended September 30, 2010, as well as those described in the company's other press releases and SEC filings.

CONTACT:
Anika Therapeutics, Inc.
Charles H. Sherwood, Ph.D., 781-457-9000
CEO
or
Kevin W. Quinlan, 781-457-9000
CFO

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