0000950103-14-008291.txt : 20141125 0000950103-14-008291.hdr.sgml : 20141125 20141125094647 ACCESSION NUMBER: 0000950103-14-008291 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141119 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141125 DATE AS OF CHANGE: 20141125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shire plc CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29630 FILM NUMBER: 141248003 BUSINESS ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 ZIP: R924 8EP BUSINESS PHONE: 441256894000 MAIL ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 ZIP: R924 8EP FORMER COMPANY: FORMER CONFORMED NAME: Shire Ltd. DATE OF NAME CHANGE: 20080523 FORMER COMPANY: FORMER CONFORMED NAME: Shire plc DATE OF NAME CHANGE: 20051125 FORMER COMPANY: FORMER CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC DATE OF NAME CHANGE: 19980302 8-K 1 dp51347_8k.htm 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 19, 2014

Shire plc
_________________________________________________________________________

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands
_________________________________________________________________________

(State or other jurisdiction of incorporation)

0-29630                                                  98-0601486
(Commission File Number)                (IRS Employer Identification No.)

5 Riverwalk, Citywest Business Campus, Dublin
24, Republic of Ireland
_________________________________________________________________________

(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code               +353 1 429 7700


_________________________________________________________________________

(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 (see General Instruction A.2.):

[  ]  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.f13e-4(c))
 
 
 

 
 
Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As Shire plc (“Shire”) previously announced on Form 8-K filed October 20, 2014, James Bowling will be stepping down as interim Chief Financial Officer (“CFO”) of Shire. On November 19, 2014, Shire announced that Jeff Poulton (47), Shire’s Senior Vice President and Head of Investor Relations, will succeed Mr. Bowling as interim CFO with effect from January 1, 2015.

Mr. Poulton joined Shire in 2003 and in addition to his current role, has served in a number of positions including, in the past five years, as Senior Vice President and Head of Shire’s Rare Disease Business Unit, Senior Vice President and General Manager for Americas and Asia Pacific Commercial Operations for Shire’s Human Genetic Therapy Division, and Senior Vice President Finance for Shire’s Human Genetic Therapy Division. Mr. Poulton is expected to enter into a new employment agreement governing the terms of his appointment as interim CFO.

Shire has issued the press release attached as Exhibit 99.1 hereto which is incorporated by reference herein.


Item 8.01.  Other Events.

Shire has issued the press release attached as Exhibit 99.1 hereto, which announces the relocation of jobs to Lexington, Massachusetts and is incorporated by reference herein.


Item 9.01.  Financial Statements and Exhibits

                  (d)  Exhibits.  The following exhibit is filed herewith:

99.1                  Press Release dated November 19, 2014.


 
 

 

SIGNATURE


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.


SHIRE PLC
 
   
By:
/s/ T May
 
 
Name:
Tatjana May
 
 
Title:
General Counsel
 


Dated: November 25, 2014
 
 

 
 
EXHIBIT INDEX
 
Number
Description
 
99.1
Press Release dated November 19, 2014



 
EX-99.1 2 dp51347_ex9901.htm EXHIBIT 99.1
Exhibit 99.1
 
 
Press Release
 
www.shire.com
 
 
 
Shire to Relocate Over 500 Jobs to Massachusetts

Establishes Lexington, Mass., as U.S. Operational Headquarters; Decreases Presence in Chesterbrook, Pa.
 
Interim CFO Appointed

Lexington, Mass., November 19, 2014 Shire plc (LSE: SHP, NASDAQ: SHPG) today announced plans to relocate over 500 positions to Massachusetts from its Chesterbrook, Pennsylvania, site and establish Lexington, Massachusetts, as the company’s U.S. operational headquarters. The transition is a continuation of the Company’s ‘One Shire’ efficiency program and will streamline business globally through two principal locations – Massachusetts and Switzerland – with support from a limited number of regional and country-based offices around the world.
 
Simplifying operations in two principal locations will increase efficiencies and Shire expects to realize approximately $25 million in annual savings beginning in 2016. This site strategy will also enable greater alignment and execution of priorities between the Company’s commercial and research and development (R&D) teams to more effectively bring innovative products to patients, as well as strengthen collaboration and cross-development of employees.
 
“Chesterbrook, the greater Philadelphia area, and the talent of our employees based there have been instrumental to Shire’s growth and evolution,” said Flemming Ornskov, M.D., Chief Executive Officer. “We’ve made the decision to consolidate our U.S. operations in the Massachusetts area to streamline operations and drive further efficiencies in the way we run our business and serve patients. Shire has a great opportunity to combine our Chesterbrook and Lexington talent with the leading biotech resources in the Massachusetts area, and we consider ready access to these resources an important element in the future growth of our company.”
 
Shire plans to move employees in several phases beginning in the first quarter of 2015 and targets completion by the first quarter of 2016.  All directly impacted employees who do not relocate will be offered severance, outplacement service and other employee assistance.
 
Interim CFO Appointed
As previously announced, James Bowling, Interim Chief Financial Officer (CFO), will be leaving Shire. James’ departure date will now be February 28, 2015.  Jeff Poulton, Head of Investor Relations, will assume the role of interim CFO effective January 1, 2015.  The CFO position will be based in Lexington.
 
Jeff Poulton joined Shire in 2003 and has held leadership positions in finance supporting the neuroscience, gastrointestinal and rare disease business units.  He oversaw the rare diseases business unit operations in North America, Latin America, and Asia Pacific, and most recently led the integration of Viropharma’s rare disease products into the Shire portfolio.  Prior to joining Shire, Jeff spent time at Cinergy Corp. and PPG Industries in a variety of corporate finance and business development roles, in addition to serving four years in the U.S. Navy as a commissioned officer.  Jeff received a Bachelor of Arts in economics from Duke University, and a Master of Business Administration in Finance from the Kelly School of Business at Indiana University.
 
 
Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX
 
 
 
 

 
 
For further information please contact:

Investor Relations
   
Jeff Poulton
jpoulton@shire.com
+1 781 482 0945
Sarah Elton-Farr
seltonfarr@shire.com
+44 1256 894157
Media
   
Jessica Cotrone
jcotrone@shire.com
+1 781 482 9538
Gwen Fisher
gfisher@shire.com
+1 484 595 9836
Brooke Clarke
brclarke@shire.com
+44 7808 908149

NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better lives.
 
Our strategy is to focus on developing and marketing innovative specialty medicines to meet significant unmet patient needs.
 
We focus on providing treatments in Neuroscience, Rare Diseases, Gastrointestinal, and Internal Medicine and we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas, such as Ophthalmology.

www.shire.com
 
THE “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire’s results could be materially adversely affected. The risks and uncertainties include, but are not limited to, that:
 
 
·
Shire’s products may not be a commercial success;
 
 
·
revenues from ADDERALL XR are subject to generic erosion and revenues from INTUNIV will become subject to generic competition starting in December 2014;
 
 
·
the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payors in a timely manner for Shire's products may impact future revenues, financial condition and results of operations;
 
 
·
Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract manufacturers to manufacture other products and to provide goods and services. Some of Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of Shire’s products may result in Shire being unable to continue marketing or developing a product or may result in Shire being unable to do so on a commercially viable basis for some period of time;
 
 
·
the development, approval and manufacturing of Shire’s products is subject to extensive oversight by various regulatory agencies. Submission of an application for regulatory approval of any of our product candidates, such as our planned submission of a New Drug Application to the FDA for Lifitegrast, may be delayed for any number of reasons and, once submitted, may be subjected to lengthy review and ultimately rejected. Moreover, regulatory approvals or interventions associated with changes to
 
 
 
 

 
 
manufacturing sites, ingredients or manufacturing processes could lead to significant delays, increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;
 
 
·
the actions of certain customers could affect Shire's ability to sell or market products profitably. Fluctuations in buying or distribution patterns by such customers can adversely impact Shire’s revenues, financial condition or results of operations;
 
 
·
investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire’s activities in the highly regulated markets in which it operates may result in significant legal costs and the payment of substantial compensation or fines;
 
 
·
adverse outcomes in legal matters and other disputes, including Shire’s ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues, financial condition or results of operations;
 
 
·
Shire faces intense competition for highly qualified personnel from other companies, academic institutions, government entities and other organizations. Shire is undergoing a corporate reorganization and the consequent uncertainty could adversely impact Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;
 
 
·
failure to achieve Shire’s strategic objectives with respect to the acquisition of ViroPharma Incorporated may adversely affect Shire’s financial condition and results of operations;
 
 
and other risks and uncertainties detailed from time to time in Shire’s filings with the Securities and Exchange Commission, including those risks outlined in “Item 1A: Risk Factors” in Shire’s Annual Report on Form 10-K for the year ended December 31, 2013.