- Current report filing (8-K)
June 24 2010 - 3:32PM
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): June 22, 2010
NexMed,
Inc.
|
(Exact
name of registrant as specified in its
charter)
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Nevada
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0-22245
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87-0449967
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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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6330
Nancy Ridge Drive, Suite 103, San Diego, California
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92121
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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 (858)
222-8041
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(Former
name or former address, if changed since last
report.)
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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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-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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As
previously disclosed in a Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 27, 2010, Richard J. Berman delivered a
conditional resignation as a Class II director of NexMed, Inc. (the “
Company
”)
in accordance with the Company’s Majority Vote Policy (the “
Policy
”). Pursuant
to the Policy, directors are expected to tender a conditional offer of
resignation to the Company’s Board of Directors (the “
Board
”) if
that director receives more votes “against” than “for” his or her reelection to
the Board. At the Company’s 2010 Annual Meeting of Stockholders, Mr.
Berman was reelected, but received more votes “against” his election than
“for.” Accordingly, Mr. Berman tendered his resignation under the
Policy at that time. The Board considered Mr. Berman’s offer of
resignation and, effective June 22, 2010, accepted Mr. Berman’s resignation as a
director of the Company. Mr. Berman’s resignation was tendered and
accepted solely pursuant to the Policy and did not relate to any disagreements
with the Company.
Also on
June 22, 2010, the Company appointed Deirdre Y. Gillespie, M.D. to serve on the
Board as a Class II director and to fill the vacancy created by Mr.
Berman’s resignation. It is anticipated that Dr. Gillespie will also
be appointed as Chair of the Finance Committee of the Board and as a member of
the Audit and Corporate Governance/Nominating Committees of the Board.
Dr. Gillespie currently
serves as President and Chief Executive Officer of La Jolla Pharmaceutical
Company (“
La
Jolla
”), a publicly held biopharmaceutical company. Dr.
Gillespie has served as a director, and as President and Chief Executive
Officer, of La Jolla since March 2006. Dr. Gillespie previously
served as the President and Chief Executive Officer of Oxxon Therapeutics, Inc.,
a privately held pharmaceutical company, from 2001 to 2005. Prior to that, she
served as Chief Operating Officer of Vical, Inc., from 2000 to 2001, and
Executive Vice President & Chief Business Officer, from 1998 to
2000. Dr. Gillespie also held a number of positions at DuPont
Merck Pharmaceutical Company, including Vice President of Marketing, from 1991
to 1996. Dr. Gillespie received her M.B.A. from the London
Business School and her M.D. and B.Sc. from London University.
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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NEXMED,
INC.
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By:
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/s/
Mark Westgate
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Name:
Mark Westgate
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Title:
Vice President and Chief Financial Officer
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Date:
June 24, 2010
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