-----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, BSvdhNK++hw4LXOWqAseiQlx+/obRHtqrG8lgkDSWmX0c3OraVmc1DvX2MV8Nl6H RRcKxgDoZ3fiizy85usQig== 0001181431-07-043620.txt : 20070703 0001181431-07-043620.hdr.sgml : 20070703 20070703120002 ACCESSION NUMBER: 0001181431-07-043620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070627 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 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: 07958663 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 rrd164874.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):  06/27/2007
 
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(b)        On June 27, 2007, Trimeris, Inc. (the "Company") was notified by two of its directors, Jeffrey M. Lipton and E. Gary Cook that they would not stand for re-election and were retiring from the Board of Directors effective at the 2007 Annual Meeting of Trimeris Stockholders. Mr. Lipton currently serves as Chairman of the Board of Directors, Chairman of the Nomination and Governance Committee and is a member of the Audit and Finance Committee. Mr. Cook currently serves as Chairman of the Compensation Committee and is a member of the Audit and Finance Committee.

(d)        Also on June 27, 2007, the Company appointed two new independent directors to the Company's Board of Directors, Stephen R. Davis and Barry D. Quart, Pharm.D.   Both Mr. Davis and Dr. Quart were also appointed to the Audit and Finance Committee of the Company's Board of Directors. In connec tion with their appointment to the Board of Directors, each new director was granted 20,000 stock options.   As non-management directors, Mr. Davis and Dr. Quart will receive an annual cash retainer of $15,000 and an additional $1,000 per year each for serving as a member of the Audit and Finance Committee. In addition, non-management directors receive $1,500 per meeting of the Board of Directors (face-to-face meetings only). Non-management directors are reimbursed for all reasonable and necessary travel and other incidental expenses incurred in connection with their attendance at meetings of the Board.

Since January 1, 2006, the Company has not engaged in any reportable transactions with either Mr. Davis or Dr. Quart.

 
 
Item 8.01.    Other Events
 
On June 29, 2007, the Company issued a press release announcing the appointment of two new directors to the Company's Board of Directors, Stephen R. Davis and Barry D. Quart, Pharm.D. In addition, the Company also announced that two of the Company's current directors, Jeffrey M. Lipton and E. Gary Cook were retiring from the Board of Directors effective at the 2007 Annual Meeting of Trimeris Stockholders. The press release is attached hereto as Exhibit 99.1.
 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhbit 99.1 Press release dated June 29, 2007.
 

 

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: July 03, 2007
     
By:
 
/s/    E. Lawrence Hill, Jr.

               
E. Lawrence Hill, Jr.
               
Chief Operating Officer and President
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press release dated June 29, 2007
EX-99.1 2 rrd164874_20771.htm PRESS RELEASE DATED JUNE 29, 2007 Draft RTC Release

Exhibit 99.1

 

Contacts:

Andrew Graham

Director of Finance

Trimeris, Inc.

(919) 419-6050

 

 

TRIMERIS ANNOUNCES NEW BOARD APPOINTMENTS

Stephen R. Davis and Barry D. Quart, Pharm.D. Elected to Board of Directors

MORRISVILLE, N.C., June 29, 2007 - Trimeris, Inc. (Nasdaq: TRMS) today announced that Stephen R. Davis and Barry D. Quart, Pharm.D. have been appointed to the board of directors of the Company. Mr. Davis is Executive Vice President and Chief Operating Officer of Neurogen Corporation. Dr. Quart is President and Chief Executive Officer of Ardea Biosciences, Inc.

"We are very pleased that Mr. Davis and Dr. Quart have agreed to join our Board at this time," commented Larry Hill, Jr., President and Chief Operating Officer of Trimeris. "We believe their expertise will be invaluable as we continue to work towards maximizing the value of our FUZEON franchise and the development of our next-generation fusion inhibitor, TRI-1144. These two new Directors bring many years of experience in the biotechnology industry and expertise in product development, commercialization and corporate finance, which will greatly assist Trimeris in achieving its strategic and financial objectives."

Mr. Davis has been Executive Vice President and a member of the Board of Directors of Neurogen Corporation since September 2001 and Chief Operating Officer since April 2005. Mr. Davis joined Neurogen in 1994 as Vice President of Finance and Chief Financial Officer. From 1990 through June 1994, Mr. Davis was employed by Milbank, Tweed, Hadley & McCloy LLP as a corporate and securities attorney. Previously, Mr. Davis practiced as a Certified Public Accountant with Arthur Andersen & Co. Mr. Davis received his B.S. in Accounting from Southern Nazarene University and a J.D. degree from Vanderbilt University.

Dr. Quart was appointed President and Chief Executive Officer of Ardea Biosciences, Inc. in late 2006. From 2002 until December 2006, Dr. Quart was President of Napo Pharmaceuticals, Inc. Prior to Napo, Dr. Quart was Senior Vice President, Pfizer Global Research and Development and the Director of Pfizer's La Jolla Laboratories. Prior to Pfizer's acquisition of the Warner-Lambert Company, Dr. Quart was President of Research and Development at Agouron Pharmaceuticals, Inc., a division of the Warner-Lambert Company, since 1999. Prior to Agouron, Dr. Quart spent over ten years at Bristol-Myers Squibb in both Clinical Research and Regulatory Affairs. Dr. Quart has a Pharm.D. from University of California, San Francisco.

Also on June 27, 2007, Jeffrey M. Lipton and E. Gary Cook announced their intention to retire from the Trimeris Board of Directors effective at the 2007 Annual Meeting of Stockholders. J. Richard Crout and Dani P. Bolognesi had previously announced their retirements from the Trimeris Board of Directors also effective at the 2007 Annual Meeting of Stockholders.

The Board of Directors has designated Felix J. Baker, Julian C. Baker, Stephen R. Davis, Barry D. Quart and Kevin C. Tang as nominees for election to the Trimeris Board of Directors at the 2007 Annual Meeting of Stockholders. Each of these director nominees meets the requirements for "independence" under applicable Securities and Exchange Commission and Nasdaq rules.

 

About Trimeris, Inc.

Trimeris, Inc. (Nasdaq: TRMS) is a biopharmaceutical company engaged in the 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. For more information about Trimeris, please visit the Company's website 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; we are dependent on third parties for the sale, marketing and distribution of our drug candidates; 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' Fo rm 10-K filed with the Securities and Exchange Commission on March 16, 2007 and its periodic reports filed with the SEC.

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