UNITED STATES
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

Date of Report (Date of earliest event reported) September 30, 2014 

Sucampo Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware 001-33609 30-0520478
(State or Other Juris-
diction of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

4520 East-West Highway, 3rd Floor
Bethesda, Maryland
20814
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:   (301) 961-3400


 
(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 (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.

Mr. Cary Claiborne, the current Chief Financial Officer of the registrant, will leave the registrant effective November 8, 2014. Mr. Claiborne indicated that he has no disagreements with management. The Company has instituted a search for a CFO. In order to facilitate an orderly transition, Mr. Claiborne has committed to continue serving as the Company's CFO until the filing of the Company's Quarterly Report on Form 10-Q for the third quarter of fiscal 2014.

In connection with his departure, the Company entered into a Separation Agreement and General Release, most of the terms of which were previously negotiated pursuant to the Employment Agreement, providing for a separation payment of $171,752.31, payable in a lump sum, and payment of health insurance premiums for a period of up to six months in exchange for a general release from all claims against the Company, and agreed to certain cooperation, non-solicitation, confidentiality, and non-disparagement provisions in favor of the Company. In addition, as of November 7, 2014, 149,987 shares of Mr. Claiborne's previously awarded stock options will vest and became exercisable.

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:

99.1 Press Release issued by the registrant on October 6, 2014.


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.

Sucampo Pharmaceuticals, Inc.
 
 
Date: October 6, 2014 By: /s/   THOMAS J. KNAPP
Name: Thomas J. Knapp
Title: EVP, Chief Legal Officer and Corporate Secretary


EXHIBIT 99.1

Sucampo Announces Departure of Chief Financial Officer

BETHESDA, Md., Oct. 6, 2014 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (Nasdaq:SCMP), a global biopharmaceutical company, today announced that Cary J. Claiborne, Chief Financial Officer (CFO), is leaving Sucampo to pursue other interests. Mr. Claiborne will continue in his current role through November 7, 2014, and Sucampo has initiated a search for a new CFO.

"The Board and I would like to thank Cary for the contributions he has made to Sucampo during his tenure as CFO, and we wish him the very best in his future endeavors," said Peter Greenleaf, Chief Executive Officer of Sucampo. "Our focus today is solidly on executing the strategy we have defined to drive the next evolution of Sucampo and on accomplishing the ambitious goals we have set for ourselves to drive increased shareholder and patient value: strengthening our organizational capabilities and leadership team, securing our revenue from AMITIZA in the U.S. and globally, focusing our scientific investments to accelerate our pipeline, and diversifying our science." 

About Sucampo Pharmaceuticals, Inc.

Sucampo Pharmaceuticals, Inc. is focused on the development and commercialization of medicines to meet the major unmet medical needs of patients on a global basis. Sucampo has two marketed products – AMITIZA® and RESCULA® – and a pipeline of product candidates in clinical development. A global company, Sucampo is headquartered in Bethesda, Maryland, and has operations in Japan, Switzerland and the U.K. For more information, please visit www.sucampo.com.

The Sucampo logo is the registered trademark and the tagline, The Science of Innovation, is a pending trademark of Sucampo AG. AMITIZA is a registered trademark of Sucampo AG. RESCULA is a registered trademark of R-Tech Ueno, Ltd, and has been licensed to Sucampo AG.

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Sucampo Forward-Looking Statement

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential, future financial and operating results, and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the impact of pharmaceutical industry regulation and health care legislation; Sucampo's ability to accurately predict future market conditions; dependence on the effectiveness of Sucampo's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally and the exposure to litigation and/or regulatory actions. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Sucampo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this presentation should be evaluated together with the many uncertainties that affect Sucampo's business, particularly those mentioned in the risk factors and cautionary statements in Sucampo's most recent Form 8-K and 10-K, which Sucampo incorporates by reference.

CONTACT: Sucampo Pharmaceuticals, Inc. Silvia Taylor Senior Vice President, Investor Relations and Corporate Communications 1-240-223-3718 staylor@sucampo.com
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