UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 23, 2010
ALEXION PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27756 | 13-3648318 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
352 Knotter Drive, Cheshire, Connecticut 06410
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(203) 272-2596
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):
| ¨ | 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 Directors
On February 23, 2010, the Board of Directors of Alexion Pharmaceuticals, Inc. appointed Andreas Rummelt, Ph.D., as a director of Alexion, effective immediately. Most recently, Dr. Rummelt served as a member of the Executive Committee of Novartis from 2006 to 2010, where he was also Group Head of Quality Assurance and Technical Operations from 2008 to 2010. Dr. Rummelt will serve as a member of the Pharmaceutical Compliance and Quality Committee and the Audit Committee.
There are no transactions and no proposed transactions between Dr. Rummelt (or any member of his immediate family) and Alexion (or any of its subsidiaries), and there is no arrangement or understanding between Dr. Rummelt and any other person or entity pursuant to which Dr. Rummelt was appointed as a director of Alexion.
As an Alexion director, Dr. Rummelt is entitled to receive an annual cash retainer of $57,000, which will be prorated for fiscal year 2010. Upon his election, Dr. Rummelt received (a) a grant of stock options to purchase 5,486 shares of Alexion’s common stock, having an exercise price of $48.72, the closing price of Alexion’s common stock on the grant date of February 23, 2010, and (b) a restricted stock award of 3,892 shares of Alexion’s common stock. The inaugural options vest in three equal annual installments over three years and the restricted stock award vests in full on February 23, 2011. Further, in accordance with Alexion’s director compensation policy, Dr. Rummelt is entitled to receive a restricted stock award having a value of $183,000 based on the sixty day trailing average market price of Alexion’s common stock, awarded in January of each year and vesting on the first anniversary of the grant date; and a grant of stock options to purchase shares of common stock having a value equivalent to $122,000 calculated using the Black-Scholes model, typically granted upon re-election to the Board in May. Each such stock option has an exercise price equal to the closing price of the stock on the grant date and vests in four equal quarterly installments over one year.
A copy of the press release announcing Dr. Rummelt’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 Press Release issued by Alexion Pharmaceuticals, Inc. on February 24, 2010 announcing the appointment of Dr. Andreas Rummelt to the Board of Directors.
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.
| ALEXION PHARMACEUTICALS, INC. | ||||||
| By: | /S/ THOMAS I.H. DUBIN | |||||
| Date: February 24, 2010 | Name: | Thomas I. H. Dubin | ||||
| Title: | Senior Vice President and General Counsel | |||||
Exhibit 99.1
Alexion Appoints Andreas Rummelt to its Board of Directors
Cheshire, CT, February 24, 2010 – Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) today announced that Andreas Rummelt, Ph.D., has been appointed a Director of Alexion, effective immediately.
About Andreas Rummelt
Dr. Rummelt has more than 25 years of experience in the pharmaceutical industry, primarily focusing on drug development, technical operations, quality assurance and global manufacturing strategy. Most recently, he served as a member of the Executive Committee of Novartis from 2006 to 2010, where he was also Group Head of Quality Assurance and Technical Operations from 2008 to 2010.
Dr. Rummelt joined Sandoz Pharma Ltd. in Switzerland in 1985 and held various positions of increasing responsibility in drug development. In 1994, he was appointed Head of Worldwide Technical Research and Development, a position he retained following the merger that created Novartis in 1996. From 1999 to 2004, Dr. Rummelt served as Global Head of Technical Operations of the Novartis Pharmaceuticals Division. From 2004 to 2008, he was CEO of Sandoz, the generics division of Novartis, headquartered in Vienna (Austria) and following the acquisition of Hexal and Eon Labs in 2005 in Holzkirchen (Germany) where he drove the integration and growth of the businesses.
Dr. Rummelt earned his Ph.D. in Pharmaceutical Sciences from the University of Erlangen-Nuremberg, Germany.
“We are excited to welcome Dr. Rummelt as a Director,” said Max Link, Ph.D., Chairman of the Board of Directors of Alexion. “His executive experience and extensive expertise in quality, manufacturing and technical operations will be of significant value to the company as Alexion continues its global expansion.”
“Andreas’ international track record in pharmaceutical production and supply will be a great asset for Alexion as we accelerate our strategies for providing Soliris to more patients in more countries around the world,” said Leonard Bell, M.D., Chief Executive Officer of Alexion.
“I am pleased to be joining Alexion’s Board at this important moment when the company has growing resources and a clear vision for meeting the needs of previously under-served patients worldwide,” said Dr. Rummelt.
About Alexion
Alexion Pharmaceuticals, Inc. is a biopharmaceutical company working to develop and deliver life-changing drug therapies for patients with serious and life-threatening medical conditions. Alexion is engaged in the discovery, development and commercialization of therapeutic products aimed at treating patients with a wide array of severe disease states, including hematologic and kidney diseases, transplant, cancer, and autoimmune disorders. Soliris(R) (eculizumab), Alexion’s first marketed product, is approved in the U.S., European Union, Australia and Canada as a treatment for patients with paroxysmal nocturnal hemoglobinuria (PNH), a rare, debilitating and life-threatening blood disorder. Alexion is evaluating other potential indications for Soliris as well as other formulations of eculizumab for additional clinical indications, and is pursuing development of other antibody product candidates in early stages of development. This press release and further information about Alexion Pharmaceuticals, Inc. can be found at: www.alexionpharma.com.
[ALXN-G]
This news release contains forward-looking statements, including statements related to the Company’s global expansion. Forward-looking statements are subject to factors that may cause Alexion’s results and plans to differ from those expected, including, for example, delays in establishing commercial infrastructure, the possibility that Alexion will not be able to expand the use of Soliris into new markets, and a variety of other risks set forth from time to time in Alexion’s filings with the Securities and Exchange Commission, including but not limited to the risks discussed in Alexion’s Annual Report on Form 10-K for the year ended December 31, 2009 and in our other filings with the Securities and Exchange Commission. Alexion does not intend to update any of these forward-looking statements to reflect events or circumstances after the date hereof, except when a duty arises under law.