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
May
13, 2008
Date
of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26422
|
94-3171943
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
2600
Kelly Road, Suite 100
Warrington,
Pennsylvania 18976
(Address
of principal executive offices)
(215)
488-9300
(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:
oWritten
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
On
May
13, 2008, Discovery Laboratories, Inc. (the “Company”) issued a press release
announcing that on April 29, 2008, the U.S. Court of Appeals for the Third
Circuit affirmed the dismissal of the Second Consolidated Amended Complaint
filed against the Company and two of its executive officers in November 2006.
The Second Consolidated Amended Complaint alleged violations of Section 10(b)
of
the Securities Exchange Act of 1934 (Exchange Act), Rule 10b-5 and Section
20(a)
of the Exchange Act in connection with various public statements made by the
Company. Since the time for seeking a rehearing of the Third Circuit's decision
has passed, the Court’s order is final and this matter is now concluded. The
press release, dated May 13, 2008, is filed as Exhibit 99.1 to this report
and
is incorporated herein by reference.
|
Item
9.01.
|
Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| 99.1 |
Press
release dated May 13, 2008
|
|
Cautionary
Note Regarding Forward-looking Statements:
To
the
extent that statements in this Current Report on Form 8-K are not strictly
historical, including statements as to business strategy, outlook, objectives,
future milestones, plans, intentions, goals, future financial conditions, future
collaboration agreements, the success of the Company’s product development or
otherwise as to future events, such statements are forward-looking, and are
made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements contained in this Current
Report are subject to certain risks and uncertainties that could cause actual
results to differ materially from the statements made. Such risks and others
are
further described in the Company's filings with the Securities and Exchange
Commission including the most recent reports on Forms 10-K, 10-Q and 8-K, and
any amendments thereto.
2
SIGNATURES
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.
Discovery
Laboratories, Inc.
By:
/s/
Robert J. Capetola
Name:
Robert J. Capetola, Ph.D.
Title:
President and Chief Executive Officer
Date:
May
19, 2008
3
Exhibit
99.1
Securities
Class Action Against Discovery Labs is Dismissed
Warrington,
PA — May 13, 2008 — Discovery Laboratories, Inc. (Nasdaq: DSCO),
a
biotechnology company developing its proprietary Surfactant Replacement
Therapies (SRT) to address respiratory conditions, announced today that, on
April 29, 2008, the U.S. Court of Appeals for the Third Circuit affirmed the
dismissal of the Second Consolidated Amended Complaint that was filed against
the Company and two of its executive officers in November 2006. The Court’s
order is now final and this matter is now concluded.
The
Second Consolidated Amended Complaint, like the First Consolidated Amended
Complaint that was dismissed without prejudice in November 2006, alleged
violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange
Act), Rule 10b-5 and Section 20(a) of the Exchange Act in connection with
various public statements made by the Company. The United States District Court
for the Eastern District of Pennsylvania dismissed the complaint on March 15,
2007. The District Court, in May 2007, also dismissed a related shareholder
derivative action brought against the Company and several of its officers and
directors. Plaintiffs in that proceeding did not file an appeal and that matter
is also finally concluded.
Mary
B.
Templeton, Esq., Deputy General Counsel of Discovery Labs commented, “Discovery
Labs is committed to full and prompt disclosure of all material information
about our Company and our efforts to develop our SRT portfolio. Our counsel
in
this matter, Pepper Hamilton, LP has represented us effectively and both the
Third Circuit Court of Appeals and the District Court have recognized the
quality of our disclosures and finally dismissed with prejudice this class
action.”
About
Discovery Labs
Discovery
Laboratories, Inc. is a biotechnology company developing Surfactant Replacement
Therapies (SRT) for respiratory diseases. Surfactants are produced naturally
in
the lungs and are essential for breathing. Discovery Labs’ technology produces a
peptide-containing synthetic surfactant that is designed to closely mimic the
essential properties of natural human lung surfactant. Discovery Labs believes
that, with its proprietary technology, SRT has the potential, for the first
time, to advance respiratory medicine and address a variety of respiratory
diseases affecting neonatal, pediatric and adult patients.
Discovery
Labs’ lead product candidate, SURFAXIN®,
is the
subject of an Approvable Letter from the FDA for the prevention of Respiratory
Distress Syndrome in premature infants. SURFAXIN®
is also
being developed for other neonatal and pediatric indications. AEROSURF™,
Discovery Labs’ aerosolized SRT, is being developed to potentially obviate the
need for intubation and conventional mechanical ventilation and holds
the
promise to significantly expand the use of surfactants in respiratory medicine.
For
more
information, please visit our website at www.Discoverylabs.com.
Company
Contact:
Lisa
Caperelli, Investor Relations
215-488-9413