(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of directors or Certain Officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 10, 2014, Sucampo Pharmaceuticals, Inc. (the "Company") issued a
press release announcing that in connection with the Company's previous
announced determination to hire a new Chief Executive Officer, Dr. Ryuji Ueno
has resigned as Chief Executive Officer, Chairman and a member of the Board of
Directors (the "Board") and other officer and board of director positions with
the Company's subsidiaries, effective March 3, 2014, and as Chief Scientific
Officer, effective March 31, 2014. Dr. Ueno's departure is not the result of any
disagreement with the Company or the Board on any matter relating to the
Company's operations, policies or practices.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
(c) On February 10, 2014, the Company announced that Peter Greenleaf, 43, will
serve as the Company's Chief Executive Officer, effective March 3, 2014. Mr.
Greenleaf is currently a member of the Board of Directors, President and Chief
Executive Officer of Histogenics Corporation. Mr. Greenleaf joined Histogenics
Corporation in June 2013. He also served as President of MedImmune, the
worldwide biologics arm of AstraZeneca from February 2010 to June 2013, and
President of MedImmune Ventures, a wholly owned venture capital fund within the
AstraZeneca Group, where he led investment in emerging biopharmaceutical,
medical device, and diagnostic companies from 2008 to June 2013; Senior Vice
President, Commercial Operations, Corporate Strategy & Development, MedImmune
Ventures from May 2006 to February 2010; and Vice President of the U.S.
gastroenterology commercial group at Centocor, Inc., a wholly-owned subsidiary
of Johnson & Johnson from 2003 to 2006. Before Centocor, Mr. Greenleaf held
roles at Hallmark Cards, Inc., Boehringer Mannheim and U.S. Healthcare. He has
served on the board of directors of several companies, including Rib-X
Pharmaceuticals, Corridor Pharmaceuticals and LygoCyte Pharmaceuticals. He was
also a board member of the Biotechnology Industry Organization (BIO) and
co-chaired the Regulatory Environment Committee.
Mr. Greenleaf and the Company have entered into an employment agreement, dated
as of February 10, 2014 (the "Employment Agreement"), the term of which runs
from March 3, 2014 through January 31, 2017, which automatically renews for
successive one year periods unless either party gives a notice of termination.
Under the Employment Agreement, Mr. Greenleaf will receive an annual base salary
of $525,000. In addition to his base salary, he is eligible to receive an annual
cash bonus award targeted at 60% of his annual base salary based on the
performance of certain criteria set by the Board which target bonus percentage
may rise in future years to 84% based on exceeding performance objectives
established and approved by the Board.
Further, effective March 3, 2014, the Company will grant 600,000 stock options
on the terms and conditions set forth in the Company's form Incentive Stock
Option Agreement filed as Exhibit 10.56 and which will vest ratably over a 4
year period. Provided Mr. Greenleaf, 1) completes certain objectives set by the
Board within 6 months of March 3, 2014 and 2) the Fair Market Value of a share
of the Company's Common Stock determined over any 30 consecutive trading days
closes at a price equal to or exceeding $16 per share, the Company will grant an
additional 200,000 stock options to vest ratably over the remaining time of the
4 year performance period. Further, beginning in 2015 and at least annually for
the term of the Agreement, Mr. Greenleaf will be eligible for an annual equity
award consistent with a new long-term stock incentive program to be recommended
by the Compensation Committee and approved by the Board, which long-term stock
incentive program could provide Mr. Greenleaf with an annual equity award
equivalent to at least $500,000 in fair market value on the grant date as
defined in the Incentive Stock Option Agreement. There are no arrangements or
understandings between Mr. Greenleaf and any other person pursuant to which he
was elected as an executive officer of the Company.
As an executive officer of the Company, Mr. Greenleaf will be eligible to enter
into the Company's standard form of indemnification agreement, a copy of which
was filed as Exhibit 10.67 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2013, and to receive other benefits available to
an executive officer.
(d) On February 10, 2014, the Company announced that Mr. Greenleaf will become a
member of the Board, class 2 director, and will not receive any directors' fees
and the Board will decide whether he serves on any committees of the Board.
There are no arrangements or understandings between Mr. Greenleaf and any other
person pursuant to which he was elected as a director. He will stand for
election at the Company's annual shareholder meeting on May 9, 2014.
Also, effective March 3, 2014, Dr. Daniel P. Getman, a director of the Company,
will become Chairman of the Company's Board and will continue to serve as chair
of the Science & Technology Committee and member of the Compensation Committee,
and resign as chair of the Compensation Committee and member of the Nominating &
Corporate Governance Committee. Ms. Barbara R. Munder, a director of the
Company, will become chair of the Compensation Committee and member of the
Nominating & Corporate Governance Committee, effective March 3, 2014.
(e) Compensatory Arrangements of Certain Officers
After serving as Chief Scientific Officer, Dr. Ueno will become a consultant for
the Company serving as the Co-founder, Chairman Emeritus and Scientific Advisor
under a consulting agreement at $50,000 monthly. As a consultant, he will
provide certain agreed-to services to the Company, and the consulting
arrangement is on an annual basis renewable on successive one year terms unless
terminated by either party.
Item 7.01. Regulation FD Disclosure.
On February 12, 2014, the Company will make a corporate update presentation at
one-on-one meetings with analysts and investors in New York City, NY at the
Leerink Swann Global Healthcare Conference 2014. All meetings will include the
slides filed on Form 8K dated January 13, 2014 including modifications to five
slides. The modified slides are being furnished as Exhibit 99.2 to this Current
Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 to this Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
The following exhibit relating to Item 5.02 and 7.01 shall be deemed to be
furnished, and not filed:
99.1 Press Release issued by the registrant on February 10, 2014.
99.2 The modifications of the five slides to the corporate update
presentation slides dated January 13, 2014.