-----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, PqMTCpiYGutwieaN8KfXSP/SY6z3Cob/6EhJxHoTE8H6GbMbkg8OlqnXHFeEm4HS E82exKUuTqXZC8RWqK4pKw== 0001181431-06-020231.txt : 20060328 0001181431-06-020231.hdr.sgml : 20060328 20060328164456 ACCESSION NUMBER: 0001181431-06-020231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060323 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060328 DATE AS OF CHANGE: 20060328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 06715543 BUSINESS ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: (919) 419-6050 MAIL ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 8-K 1 rrd111933.htm Prepared By R.R. Donnelley Financial -- 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):  03/23/2006
 
TRIMERIS INC
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-23155
 
DE
  
561808663
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
3500 Paramount Parkway, Morrisville, NC 27560
(Address of principal executive offices, including zip code)
 
(919) 419-6050
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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))
 

Information to be included in the report

 
Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
As previously disclosed in our Current Report on Form 8-K filed on March 15, 2006, the Company announced on March 15, 2006, that Charles A. Sanders had resigned from the Company's Board of Directors. Dr. Sanders was a member of the Company's Audit Committee, and, as a result of his resignation, the composition of the Company's Audit Committee was reduced from three members to two members. On March 20, 2006, E. Gary Cook was appointed to the Company's Audit Committee, and the Company notified Nasdaq of the appointment promptly thereafter.

Nasdaq's Marketplace Rules require, among other things, that the Company's Audit Committee have at least three members. On March 23, 2006, the Company received a letter from the Nasdaq Listing Qualifications Department indicating that the Company was not in compliance with Nasdaq Marketplace Rules with respect to audit committee composition requirements as a result of Dr. Sanders' resignation on March 15, 2006. As a result of the appointment of E. Gary Cook to the Audit Committee on March 20, 2006, however, Nasdaq indicated in the letter that the Company has remedied its noncompliance with the audit committee composition requirements. Accordingly, Nasdaq indicated in the letter that the Company is now in compliance with the requirements for continued listing set forth in the pertinent Nasdaq Marketplace Rules and, subject to the issuance of a press release, the matter is now closed. On March 24, 2006, the Company issued a press release with respect to the foregoing in accordance with Nasdaq Marketplace Rules. A copy of this press release is attached hereto as Exhibit 99.1.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(c) Exhibits

Exhibit 99.1   Press release dated March 24, 2006.

 

 

Signature(s)
 
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.
 
      
 
TRIMERIS INC
 
 
Date: March 28, 2006
     
By:
 
/s/    Robert R. Bonczek
               
Robert R. Bonczek
               
Chief Financial Officer and General Counsel
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Press release dated March 24, 2006
EX-99.1 2 rrd111933_12673.htm PRESS RELEASE DATED MARCH 24, 2006 Draft RTC Release

Exhibit 99.1

[LETTERHEAD OF TRIMERIS, INC.]

 

Contacts:

Andrew Graham

Director of Finance

Trimeris, Inc.

(919) 419-6050

 

Trimeris Names Dr. Gary Cook as New Audit Committee Member

MORRISVILLE, N.C. -- March 24, 2006 -- Trimeris, Inc. (Nasdaq: TRMS) today announced the appointment of E. Gary Cook, Ph.D. as a member of the Audit Committee, effective March 20, 2006. Dr. Cook has been a director of Trimeris since February 2000.

 

Dr. Cook is currently Executive Chairman of Integrated Environmental Technologies, LLC and is Chairman of the Board of Louisiana-Pacific Corporation. Prior to his retirement, Dr. Cook was Chairman of the Board of Directors, President and Chief Executive Officer of Witco Corporation, a global specialty chemicals corporation.

 

The Company also communicated that it received notification from Nasdaq on March 23, 2006, that the Company was not in compliance with NASDAQ Marketplace Rule 4350(d)(2), due to having only two audit members for two days. The letter further indicated that after Dr. Cook's appointment to the Audit Committee on March 20, 2006, the Company was in compliance and Nasdaq considered the matter closed.

 

About Trimeris, Inc.
Trimeris, Inc. (Nasdaq: TRMS) is a biopharmaceutical company engaged in the discovery, development and commercialization of novel therapeutic agents for the treatment of viral disease. The core technology platform of fusion inhibition is based on blocking viral entry into host cells. FUZEON, approved in the U.S., Canada and European Union, is the first in a new class of anti-HIV drugs called fusion inhibitors. Trimeris is developing FUZEON and future generations of peptide fusion inhibitors in collaboration with F. Hoffmann-La Roche Ltd. For more information about Trimeris, please visit the Company's web site at http://www.trimeris.com.

Trimeris Safe Harbor Statement
This document and any attachments may contain forward-looking information about the Company's financial results and business prospects that involve substantial risks and uncertainties. These statements can be identified by the fact that they use words such as "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning. Among the factors that could cause actual results to differ materially are the following: there is uncertainty regarding the success of research and development activities, regulatory authorizations and product commercializations; the results of our previous clinical trials are not necessarily indicative of future clinical trials; and our drug candidates are based upon novel technology, are difficult and expensive to manufacture and may cause unexpected side effects. For a detailed description of these factors, see Trimeris' Form 10-K filed with the Securities and Exchange Commission on March 10, 2006 and its periodic reports filed with the SEC.

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