SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 18, 2011
Date of Report (Date of earliest event reported)
Discovery Laboratories, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-26422
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94-3171943
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 18, 2011, the Compensation Committee (“Committee”) of the Board of Directors of Discovery Laboratories, Inc. (the "Company") approved an amendment (“Amendment”) to the Employment Agreement dated October 18, 2010 (“Employment Agreement”) between the Company and W. Thomas Amick, Chairman of the Board and Chief Executive Officer of the Company, providing for an extension of the term of the Employment Agreement through May 4, 2012. The purpose of the Amendment was to synchronize the terms of all executive employment agreements. Under the Employment Agreement, on the expiration date, the term will automatically be renewed for one additional year, unless at least 90 days’ prior notice of non-renewal has been provided by either party. In addition, the Committee authorized additional reimbursements of up to $20,000 through the extended term of the Employment Agreement to cover Mr. Amick’s expenses associated with travel, local housing and other incidentals, to be paid in accordance with guidelines of the Internal Revenue Service, and subject to tax gross-up payments.
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Item 8.01.
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Other Events.
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Conference Call
On July 22, 2011, the Company issued a press release announcing that it will be hosting a conference call on Wednesday, August 3, 2011 at 10:00 am (EDT), at which the Company will provide a business update and results for the second quarter. The Company indicated that it remains on track to potentially file the Complete Response to its new drug application (“NDA”) for Surfaxin® for the prevention of respiratory distress syndrome (RDS) in premature infants in August 2011.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Annual Meeting of Stockholders
Also on July 22, 2011, the Company issued a press release announcing that its 2011 annual meeting of stockholders will be held on October 3, 2011 in Lambertville, New Jersey. The record date for determining stockholders entitled to vote at the meeting will be August 4, 2011.
The date of the 2011 annual meeting will be more than 30 days prior to the anniversary date of the 2010 annual meeting. Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholders may present proposals for inclusion in the Company’s proxy statement for the 2011 annual meeting by submitting their proposals to the Company a reasonable time before the Company begins to print and send its proxy materials. As previously announced, the Company’s Board of Directors had set July 11, 2011 as the deadline for receipt of stockholder proposals pursuant to Rule 14a-8. In order for a proposal under Rule 14a-8 to be considered timely, it must have been received by the Company on or prior to July 11, 2011, at the Company’s principal executive offices at 2600 Kelly Rd., Suite 100, Warrington, PA 18976 and be directed to the attention of the Corporate Secretary. All stockholder proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the proxy statement for the 2011 annual meeting.
Under the Company’s By-Laws, stockholders may also present a proposal or director nomination at the 2011 annual meeting if advance written notice is timely given to the Secretary of the Company, at the Company’s principal executive offices, in accordance with the Company’s By-Laws. To be timely, notice by a stockholder of any proposal or nomination must have been provided not later than the close of business on July 11, 2011. The Company’s By-Laws specify requirements relating to the content of the notice that stockholders must provide.
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Item 9.01.
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Financial Statements and Exhibits.
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Press release dated June 22, 2011
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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.
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Discovery Laboratories, Inc.
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/s/ W. Thomas Amick
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Name:
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W. Thomas Amick
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Title:
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Chairman of the Board and
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Chief Executive Officer
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Date: July 22, 2011
Exhibit 99.1
Discovery Labs to Report Second Quarter 2011 Results and Hold Conference Call on Wednesday August 3, 2011
Warrington, PA — July 22, 2011 — Discovery Laboratories, Inc. (Nasdaq: DSCO) will report second quarter 2011 results on Wednesday August 3, 2011 before the open of the U.S. financial markets. Discovery Labs will also host a conference call at 10:00 a.m. EDT on the same day to discuss (i) the status of the filing with the FDA of the Complete Response to potentially gain approval for Surfaxin® for the prevention of respiratory distress syndrome (RDS) in premature infants, which remains on track for the third quarter of 2011, (ii) financial results for the second quarter of 2011, and (iii) other recent operational highlights.
Participants are encouraged to access this audio webcast through a live broadcast on the Company’s website at www.discoverylabs.com. It is recommended that participants log onto the audio webcast at least 15 minutes prior to the call. The Internet broadcast will be available for up to 90 days after the call at the Company’s website.
The call in number is (866) 332-5218. The international call in number is (706) 679-3237. A replay of the conference call will be available two hours after the call’s completion and remain available through August 10, 2011. The replay number to hear the conference call is (855) 859-2056 or (404) 537-3406. The passcode is 85213033.
About Discovery Labs
Discovery Laboratories, Inc. is a specialty biotechnology company developing surfactant therapies for respiratory diseases. Surfactants are produced naturally in the lungs and are essential for breathing. Discovery Labs’ novel proprietary KL4 surfactant technology produces a synthetic, peptide-containing surfactant that is structurally similar to pulmonary surfactant and is being developed in liquid, aerosol or lyophilized formulations. Discovery Labs is also developing its proprietary capillary aerosolization technology and novel patient interfaces to enable efficient, targeted upper respiratory or alveolar delivery of aerosolized KL4 surfactant. Discovery Labs believes that its proprietary technology makes it possible, for the first time, to develop a significant pipeline of surfactant products to address a variety of respiratory diseases for which there frequently are few or no approved therapies. For more information, please visit our website at www.Discoverylabs.com.
Forward-Looking Statements
To the extent that statements in this press release are not strictly historical, all such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Examples of such risks and uncertainties, including those related to Discovery Labs’ ongoing comprehensive non-clinical program, development and manufacturing activities and related regulatory efforts intended to gain FDA approval for Surfaxin for the prevention of respiratory distress syndrome in premature infants and other pre-clinical and clinical research and development programs, including the potential development of aerosolized KL4 surfactant and the proprietary patient interface technology, are described in Discovery Labs’ 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. Except as otherwise required by law, Discovery Labs undertakes no obligation to update or revise any forward-looking statements.
Contact Information:
John G. Cooper, President and Chief Financial Officer
215-488-9490