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
August
24, 2010
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
August 24, 2010, Discovery Laboratories, Inc. (the “Company”) issued a press
release announcing that the Company has realigned its existing executive
management team. John G. Cooper has assumed the position of
President and Chief Financial Officer and will be responsible for the strategic
and organizational development of the Company while retaining overall
responsibility for the Company’s financial operations. Thomas F.
Miller, Ph.D., MBA, has assumed the position of Chief Operating Officer and will
have responsibility for product development, regulatory affairs, and corporate
and commercial development. Charles F. Katzer has assumed the
position of Chief Technical Officer and will have responsibility for
manufacturing operations, aerosol device development, formulations development,
quality control and assurance, and analytical services.
Mr. Cooper, 52, has been with the
Company since December 2001 and since December 2002 served as Executive Vice
President, Chief Financial Officer and Treasurer until assuming the position of
President and Chief Financial Officer effective August 24, 2010. Mr.
Cooper has over 25 years of experience as a senior financial executive with
emerging growth companies and extensive experience in public and private equity
financings, investor relations, strategic alliances, mergers and acquisitions,
and management of financial operations. Mr. Cooper’s previous
positions in life sciences include Senior Vice President and Chief Financial
Officer of Chrysalis International Corporation (a public contract drug
development organization where Mr. Cooper managed the acquisition and
integration of several international businesses. The company was
ultimately acquired by MDS Pharmaceuticals, Inc.), Senior Vice President and
Chief Financial Officer of DNX Corporation (a public company specializing in
transgenic biotechnology, where Mr. Cooper managed its initial public offering
and joint venture with Baxter Healthcare), Chief Financial Officer of Taratec
Development Corporation (a venture capital backed provider of information
technology to life science companies) and Director, Finance and Controller of
ENI Diagnostics (a public medical device and diagnostics company where Mr.
Cooper was responsible for worldwide financial operations and assisted in its
acquisition by Pharmacia). Mr. Cooper is a Certified Public
Accountant and received his B.S. in Commerce from Rider University.
Dr. Miller, 40, initially joined the
Company in August 2004 as Vice President, Worldwide Marketing. He
left the Company for a brief period as part of the 2006 corporate
restructuring. Dr. Miller rejoined the Company in June 2006, and
served as Senior Vice President, Commercialization and Corporate Development and
effective August 24, 2010, has also assumed the position of Chief Operating
Officer. From 2003 to 2004, Dr. Miller served as the Director of
Global Biologics Strategic Marketing at Centocor, a Johnson & Johnson
biotechnology company, where he was responsible for the development of global
business strategy for emerging, niche-market products. Previously, Dr. Miller
held commercial and scientifically-related positions of increasing
responsibility at Pharmacia, BASF Pharma, and Pfizer. Dr. Miller holds a B.S.
Degree in Biology from Fairfield University, an MBA degree from Fairleigh
Dickinson University and a Ph.D. in cardio-respiratory physiology from Temple
University School of Medicine.
Mr. Katzer, 60, has been with the
Company since January 2006 and since then has served as Senior Vice President,
Manufacturing Operations. From 2000 through 2005, Mr. Katzer served as Vice
President, Vaccine Manufacturing at MedImmune Vaccines, Inc. Previously, and
during his over-30 years experience in the pharmaceutical industry, he has held
positions of increasing responsibility in Manufacturing, Quality Assurance,
Supply Chain, Pharmaceutical and Medical Device Development, Engineering and
Research with MedImmune, U.S. Bioscience, several divisions of Rhone Poulenc
Rorer, Baxter Travenol, McGaw Laboratories and Biological Specialties. Mr.
Katzer holds a B.S. degree in Zoology from the University of
Wisconsin.
In
connection with the management realignment, Robert Segal, M.D., F.A.C.P., will
no longer serve as Senior Vice President, Clinical Research and Development,
Chief Medical Officer of the Company, effective August 24, 2010, and is
presently in discussions with the Company regarding a continuing role as Senior
Vice President, reporting into the Company’s Chief Operating Officer, and
focusing on scientific, medical and clinical affairs of the
Company.
2
In
addition, John Tattory, Vice President, Finance has assumed the roles of
Controller and Principal Accounting Officer of the Company. Mr.
Tattory, 45, joined the Company in January 2008 and since then has served as a
vice president with financial responsibilities until assuming the position of
Vice President, Finance and Controller effective August 24, 2010. Mr.
Tattory has over 20 years of finance and accounting experience including 10
years in the healthcare industry and seven years with Ernst & Young LLP in
the firm’s auditing practice. Mr. Tattory is a Certified Public Accountant and
received a B.S. degree in Accounting from Rider College.
On August
18, 2010, the Company’s Board of Directors, based on the recommendation of the
Compensation Committee, approved changes to the compensation arrangements,
effective August 24, 2010 of the following executive officers:
Mr. Cooper’s
annual base salary will be $325,000. Mr. Cooper will also receive a
one-time cash bonus of $50,000. Dr. Miller’s annual base salary will be
$300,000, and Mr. Katzer’s base salary will be $280,000.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d) Exhibits
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99.1
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Press
Release dated August 24, 2010.
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3
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. | |||
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By:
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/s/ W. Thomas Amick | |
| Name: | W. Thomas Amick | ||
| Title: | Chairman of the Board and interim Chief Executive Officer | ||
Date: August
24, 2010
4
Discovery
Labs Realigns Executive Management
Warrington, PA — August 24, 2010 —
Discovery Laboratories, Inc. (Nasdaq: DSCO) today announces a realignment
of the Company’s executive management by appointing Dr. Thomas F. Miller as
Chief Operating Officer, Mr. Charles F. Katzer as Chief Technical Officer, and
Mr. John G. Cooper as President and Chief Financial Officer. These positions
will report directly to Mr. W. Thomas Amick, Chairman of the Board and Interim
Chief Executive Officer of Discovery Labs.
Mr. Amick commented, “We are realigning
the leadership and technical talents of our executive team to strengthen our
Company and better position us to execute our business plans
successfully. Additionally, we intend to recruit for the Chief
Executive Officer role with the goal of filling this key leadership position in
2011.”
Thomas F. Miller, PhD., MBA, has been
appointed Chief Operating Officer and will have responsibility for product
development (including preclinical and clinical operations), regulatory affairs,
and corporate and commercial development for the Company. Dr.
Miller’s relevant biopharmaceutical experience includes product development and
commercial operations with Pfizer, Novartis, BASF Pharmaceuticals, Pharmacia,
and Johnson & Johnson. Dr. Miller has significant related
experience in the development of new therapies for neonatal critical care and
with commercial strategy development for new synthetic alternatives to animal-derived
medications. Additionally, he has developed a long-standing and well
established relationship base with key neonatology and pulmonology academic
thought leaders, including many currently collaborating with the Company. Dr.
Miller initially joined Discovery Labs in 2004 and has most recently served as
Senior Vice President, Commercial and Corporate Development.
Charles F. Katzer has been appointed
Chief Technical Officer and will have responsibility for manufacturing
operations, aerosol device development, formulations development, quality
control and assurance, and analytical services. Mr. Katzer has over
35 years of related experience in drug manufacturing and supply, device
development, and quality operations within the biopharmaceutical industry
including Biological Specialties, MedImmune, U.S. Bioscience, Rhone-Poulenc
Rorer and Baxter, and has successfully developed and manufactured small molecule
and complex biotechnology drug products. Mr. Katzer has been with Discovery Labs
since 2006, most recently serving as Senior Vice President, Manufacturing
Operations.
John G. Cooper has been appointed
President and Chief Financial Officer and will be responsible for the strategic and organizational
development of the Company
while retaining overall
responsibility for the
Company’s financial operations. Mr. Cooper has over 25 years of
experience in the life
sciences industry including C.R. Bard, ENI Diagnostics, DNX Corporation, and
Chrysalis Corporation, and has significant experience in managing emerging growth companies, public and
private equity financings, investor relations, strategic alliances, and mergers
and acquisitions. Mr. Cooper most recently served as the Company’s Executive
Vice President and has been Chief Financial Officer since joining Discovery Labs
in 2001.
About
Discovery Labs
Discovery
Laboratories, Inc. is a biotechnology company developing KL4 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. In addition, Discovery Labs’
proprietary capillary aerosolization technology produces a dense aerosol, with a
defined particle size that is capable of potentially delivering aerosolized
KL4
surfactant to the deep lung without the complications currently associated with
liquid surfactant administration. Discovery Labs believes that its
proprietary technology platform 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.
Contact
Information:
John G.
Cooper, President and Chief Financial Officer
215-488-9490