Current Report Filing (8-k)
March 13 2015 - 4:07PM
Edgar (US Regulatory)
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): March
10, 2015
ARIAD
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36172
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22-3106987
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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26 Landsdowne Street, Cambridge, Massachusetts
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (617) 494-0400
Not
Applicable
(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 8.01 Other Events.
On March 10, 2015, ARIAD Pharmaceuticals, Inc. (the “Company”) issued a
press release announcing that the United States District Court for the
District of Massachusetts dismissed the shareholder derivative lawsuit
filed in late 2013 against the Company and certain of its officers and
directors in connection with the events leading up to the temporary
suspension of the marketing and commercial distribution of Iclusig®
(ponatinib) on October 31, 2013, and subsequent re-launch in January
2014 based on revised U.S. prescribing information and a risk evaluation
and mitigation strategy. A copy of the press release announcing this
event has been filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press
Release dated March 10, 2015
The press release contains hypertext links to information on our
websites. The information on our websites is not incorporated by
reference into this Current Report on Form 8-K and does not constitute a
part of this Form 8-K.
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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ARIAD Pharmaceuticals, Inc.
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By:
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/s/ Thomas J. DesRosier
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Thomas J. DesRosier
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Executive Vice President, Chief Legal and Administrative
Officer
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Date:
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March 13, 2015
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Exhibit 99.1
ARIAD
Announces Dismissal of Shareholder Derivative Lawsuit in Federal
District Court
CAMBRIDGE, Mass.--(BUSINESS WIRE)--March 10, 2015--ARIAD
Pharmaceuticals, Inc. (NASDAQ: ARIA) announced today that the United
States District Court for the District of Massachusetts dismissed the
shareholder derivative lawsuit filed in late 2013 against the Company
and certain of its officers and directors in connection with the events
leading up to the temporary suspension of the marketing and commercial
distribution of Iclusig® (ponatinib) on October 31,
2013, and subsequent re-launch in January 2014 based on revised U.S.
prescribing information and a risk evaluation and mitigation strategy.
The suit alleged breach of fiduciary duty, misappropriation of
confidential information and insider trading. The Court granted the
Company’s motion to dismiss the lawsuit, concluding that the plaintiffs
failed to make a demand of the Company’s board of directors to
investigate the allegations as required by Delaware law, the state where
the Company is incorporated, and also failed to allege sufficient facts
to excuse that demand.
“We are pleased that the Court granted our motion to dismiss what we
believed from the outset was a meritless lawsuit,” said Harvey J.
Berger, M.D., chairman and chief executive officer of ARIAD. “Our
corporate values are always at the forefront as we continue to focus on
executing our plan for sustained growth and anticipated profitability in
2018.”
About ARIAD
ARIAD Pharmaceuticals, Inc., headquartered in Cambridge, Massachusetts
and Lausanne, Switzerland, is an integrated global oncology company
focused on transforming the lives of cancer patients with breakthrough
medicines. ARIAD is working on new medicines to advance the treatment of
various forms of chronic and acute leukemia, lung cancer and other
difficult-to-treat cancers. ARIAD utilizes computational and structural
approaches to design small-molecule drugs that overcome resistance to
existing cancer medicines. For additional information, visit http://www.ariad.com
or follow ARIAD on Twitter (@ARIADPharm).
This press release contains forward-looking statements. Any statements
contained herein which do not describe historical facts, including but
not limited to, statements regarding: our plans for sustained growth and
anticipated profitability in 2018; and our efforts related to new
oncology treatments, are forward-looking statements which are based on
management's good faith expectations and involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements. These factors, risks and
uncertainties include, but are not limited to, the motion to dismiss the
shareholder derivative lawsuit is appealable and could be overturned;
our ability to secure a partnership for brigatinib (AP26113);
difficulties or delays in obtaining regulatory and pricing and
reimbursement approvals to market our products and product candidates;
our ability to successfully commercialize and generate profits from
sales of Iclusig or any future products; competition from alternative
therapies; the conduct and results of preclinical and clinical studies
of our product candidates; the adequacy of our capital resources and the
availability of additional funding; patent protection and third-party
intellectual property claims; risks related to key employees, markets,
economic conditions, health care reform, prices and reimbursement rates;
and other risk factors detailed in the Company's public filings with the
U.S. Securities and Exchange Commission. The information contained in
this press release is believed to be current as of the date of original
issue. After the date of this document, the Company does not intend to
update any of the forward-looking statements to conform these statements
to actual results or to changes in the Company's expectations, except as
required by law.
Iclusig® is a registered trademark of ARIAD
Pharmaceuticals, Inc.
CONTACT:
ARIAD Pharmaceuticals, Inc.
For Investors
Kendra
Adams, 617-503-7028
Kendra.adams@ariad.com
or
For
Media
Liza Heapes, 617-621-2315
Liza.heapes@ariad.com
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