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): May 12, 2015
DYAX
CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-24537
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04-3053198
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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55 Network Drive Burlington, MA 01803
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(Address
of Principal Executive Offices) (Zip Code)
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(617) 225-2500
(Registrant’s
telephone number, including area code)
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:
⃞
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.
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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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Effective as of May 12, 2015, the Board of Directors (the “Board”) of
Dyax Corp. (“Dyax” or the “Company”) appointed Abbie Celniker to serve
as an additional member of the Board. Ms. Celniker will also serve on
the Strategy and Science Committee of the Board. Ms. Celniker was
appointed to the class of directors whose term expires at Dyax’s 2017
Annual Meeting of Stockholders.
Ms. Celniker has confirmed that she satisfies the independent director
standards as defined by applicable NASDAQ Stock Market standards. Upon
her appointment, Ms. Celniker received the standard compensation package
for outside directors of Dyax, including retainer fees for Board and
committee service and stock options, as described in Dyax’s Definitive
Proxy Statement filed on April 14, 2015 (the “Proxy”).
On May 12, 2015, Dyax issued a press release announcing the appointment
of Ms. Celniker as a director, a copy of which is attached hereto as
Exhibit 99.1.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Stockholders held on May 12, 2015, the
stockholders of the Company voted on the following two proposals, each
of which is described in detail in the Proxy.
Proposal No. 1: To Elect Three Class III Directors to Serve until
the 2018 Annual Meeting. The stockholders re-elected the following
individuals as Class III directors of the Company:
Name of Director Nominees
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Number of
Votes For
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Number of
Votes Withheld
|
|
|
|
Ron Cohen
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113,048,561
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779,764
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David J. McLachlan
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113,643,626
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184,699
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Paolo Pucci
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113,082,835
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745,490
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Proposal No. 2: To Ratify the Appointment of the Company’s
Independent Registered Public Accounting Firm. The
stockholders ratified the appointment of PricewaterhouseCoopers LLP as
the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2015.
For
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Against
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Abstain
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Broker Non-Votes
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128,060,789
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156,815
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55,259
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0
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press release of Dyax Corp. dated May 12, 2015 announcing the
appointment of Ms. Celniker as director.
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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.
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DYAX CORP.
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Dated:
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May 14, 2015
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By:
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/s/ Andrew D. Ashe
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Andrew D. Ashe
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Executive Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No.
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Description
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|
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99.1
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Press release of Dyax Corp. dated May 12, 2015 announcing the
appointment of Ms. Celniker as director.
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Exhibit 99.1
Dyax
Corp. Appoints Dr. Abbie Celniker to Board of Directors
BURLINGTON, Mass.--(BUSINESS WIRE)--May 12, 2015--Dyax Corp. (NASDAQ:
DYAX), a biopharmaceutical company focused on the development and
commercialization of novel biotherapeutics for unmet medical needs,
today announced the appointment of Abbie Celniker, Ph.D., to its Board
of Directors.
“Abbie brings nearly three decades of business and scientific leadership
in the biotechnology and pharmaceutical industries to Dyax, with a
proven track record of successfully developing and commercializing life
science products," said Henry E. Blair, Chairman of Dyax's Board of
Directors. “Her expertise in advancing late-stage protein therapeutic
discovery and development programs will provide the Board with a new and
valued perspective as we develop DX-2930 and build our internal
pipeline. We are delighted to welcome her to Dyax’s Board.”
“I look forward to working alongside the Board and management team to
help Dyax develop and expand its internal pipeline,” commented Dr.
Celniker.
Dr. Celniker currently serves as the President and Chief Executive
Officer of Eleven Biotherapeutics, where she also serves on its Board of
Directors. Prior to joining Eleven Biotherapeutics, she served as the
Executive Vice President, Translational Medicine of Alexion
Pharmaceuticals, Inc. From 2008 to 2011, Dr. Celniker served as the
President and Chief Executive Officer and as a member of the Board of
Directors of Taligen Therapeutics, Inc. which was ultimately acquired by
Alexion Pharmaceuticals. Previously, Dr. Celniker served as Global Head
of Biologics at Novartis AG, Senior Vice President of Research and
Development Strategy and Operations at Millennium Pharmaceuticals, Inc.
and as Vice President Protein Technologies at the Wyeth Research
facilities in Cambridge, Massachusetts.
Dr. Celniker has served as Chair of ImaginAb, a privately held
biotechnology company and is currently Vice Chair of MassBio, a not for
profit trade organization for biotechnology in the Commonwealth of
Massachusetts. Dr. Celniker holds a B.A. in Biology from the University
of California, San Diego, and a Ph.D. in Molecular Biology from the
University of Arizona.
About Dyax
Dyax is a biopharmaceutical company focused on the
development and commercialization of novel biotherapeutics for unmet
medical needs. The Company is developing DX-2930, a fully human
monoclonal antibody, for the prevention of hereditary angioedema (HAE)
attacks. In March 2015, the Company reported positive safety,
pharmacokinetic, biomarker and proof-of-concept efficacy results from
its Phase 1b clinical trial of DX-2930 in HAE patients. Additionally,
Dyax markets KALBITOR® (ecallantide) for the treatment
of acute attacks of HAE in patients 12 years of age and older.
Both DX-2930 and KALBITOR were identified using Dyax's proprietary phage
display technology. Dyax has broadly licensed this technology under its
Licensing and Funded Research Portfolio (LFRP). The current portfolio
includes one FDA approved product, Eli Lilly and Company’s CYRAMZA®
(ramucirumab), for which Dyax receives royalties, and multiple product
candidates in various stages of clinical development for which the
Company is eligible to receive future milestones and/or royalties.
For additional information about Dyax, please visit www.dyax.com.
For additional information about KALBITOR, including full prescribing
information, please visit www.KALBITOR.com.
Disclaimer
This press release contains forward-looking
statements. Statements that are not historical facts are based on Dyax's
current expectations, beliefs, assumptions, estimates, forecasts and
projections about the industry and markets in which Dyax operates. The
statements contained in this release are not guarantees of future
performance and involve certain risks, uncertainties and assumptions,
which are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed in such forward-looking
statements because of risks, uncertainties and assumptions involved in
any future projections. There are many factors that could cause actual
results to differ from these forward-looking statements, including:
risks and uncertainties relating to the clinical development and
regulatory approval of DX-2930; Dyax's dependence on the expertise,
effort, priorities and contractual obligations of third parties in the
development of DX-2930 and in the marketing, sales and distribution of
KALBITOR; competition from new and existing treatments for HAE; the
uncertainty of patent and intellectual property protection relating to
DX-2930, KALBITOR and the LFRP; Dyax's dependence on licensees and
collaborators for development, clinical trials, manufacturing, sales and
distribution of product candidates in the LFRP; uncertainties as to
whether one or more product candidates in the LFRP will achieve
development and regulatory milestones and be commercialized and generate
royalties; uncertainties regarding Lilly's ability to successfully
market CYRAMZA for the treatment of advanced gastric cancer, non-small
lung cancer and colorectal cancer; and other risk factors described or
referred to in Item 1A, "Risk Factors" in Dyax's most recent Annual
Report on Form 10-K and other periodic reports filed with the Securities
and Exchange Commission. Dyax cautions investors not to place undue
reliance on the forward-looking statements contained in this release.
These statements speak only as of the date of this release, and Dyax
undertakes no obligations to update or revise these statements, except
as may be required by law.
Dyax, the Dyax logo and KALBITOR are registered trademarks of Dyax Corp.
CYRAMZA
is a trademark owned by or licensed to Eli Lilly and Company, its
subsidiaries, or affiliates.
CONTACT:
Dyax Corp.
Jennifer Robinson, 617-250-5741
Director,
Investor Relations
and Corporate Communications
jrobinson@dyax.com
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