LENSF Presbia PLC (CE)

 

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): January 19, 2016

 

PRESBIA PLC

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

120/121 Baggot Street Lower

Dublin 2 Ireland

(Address of Principal Executive Offices)(Zip Code)

 

+353 (1) 659 9446

Registrant's Telephone Number

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

 

(d)On January 19, 2016, the Board of Directors (the “Board”) of Presbia PLC (the “Company”) appointed Gerald Farrell, Ph.D. to the Board effective immediately to serve a term expiring at the conclusion of the Company’s 2016 annual general meeting of shareholders.  The Board increased its size from seven to eight members and appointed Mr. Farrell to fill the vacancy.  Mr. Farrell has been appointed to serve on the Board’s Audit Committee, which following such appointment, consists of Robert J. Cresci, as chairman, Gerd U. Auffarth and Mr. Farrell.

 

Mr. Farrell will participate in the Company's standard non-employee director compensation plan, including an initial restricted share award valued at $80,000 upon joining the Board, an annual cash retainer fee of $60,000, a cash fee of $2,500 for each Board or committee meeting attended in-person in Ireland and an annual restricted share award valued at $40,000.  In addition, the Company entered into its standard director indemnification agreement with Mr. Farrell.    

 

Item 7.01 Regulation FD Disclosure.

 

On January 20, 2016, the Company issued a press release announcing the appointment of Mr. Farrell to the Board and the Audit Committee thereof.  A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of 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 Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

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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.

 

 

 

Dated:    January 20, 2016

  

Exhibit 99.1

 

Presbia PLC Appoints Gerald Farrell, Ph.D. to the Board of Directors

 

Dublin, Ireland – (January 20, 2016) – The Board of Directors of Presbia PLC (NASDAQ: LENS), an ophthalmic device company and leader in near-vision restoration, announced today that it has appointed Gerald Farrell, Ph.D. to serve on its Board of Directors and as a member of its Audit Committee.   

Dr. Farrell has been involved in the pharmaceutical industry for more than 25 years, and worked for Eli Lilly Company Limited in Ireland and the United Kingdom for the majority of his successful career. Dr. Farrell’s tenure at Eli Lilly included positions of Managing Director, leading the commercial sales and marketing in Ireland where he launched several major products in Europe; Director Strategy, Commercial and Business in the UK accountable for long-term strategic planning and business operations as well as other positions related to compliance, production, sales, and planning.  

“Presbia will benefit from Gerald’s experience and success in consumer-oriented healthcare, and building organizations and teams across countries as we execute our strategic commercial roll out in both Asia and Europe,” said Randy Thurman, Executive Chairman of Presbia PLC.  “He will be joining a strong group of directors and officers leading the company as Presbia continues to execute its goal of being the best solution for presbyopia, an affliction that affects 1.8 billion people worldwide.”

Dr. Farrell earned a Ph.D. Plant Biotechnology from University College, Cork, and a BSc Honours – Plant Science and Higher Diploma Education with Honours from University College, Galway.  Dr. Farrell serves on the Board for UCD Michael Smurfit Graduate Business School, serves as a director, and previously served as president, for Irish Pharmaceutical Healthcare Association, and serves as a council member for the Dublin Chamber of Commerce.  Previously, from 2003 until 2014, Dr. Farrell served as a director of Eli Lilly and Company (Ireland) Ltd.

Forward-Looking Statements

This release contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Information provided and statements contained in this press release that are not purely historical are forward-looking statements. Such forward-looking statements only speak as of the date of this

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press release and Presbia assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties, including, but not limited to, the factors listed under "Risk Factors" in our annual report on Form 10-K and quarterly reports on Form 10-Q. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although Presbia believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Presbia also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

About Presbia

Presbia PLC (NASDAQ:LENS) is an ophthalmic device company that has developed and is currently marketing the presbyopia-correcting Presbia Flexivue Microlens™, a miniature lens that is implanted in a corneal pocket created by a femtosecond laser. The Presbia Flexivue Microlens™ has received a CE mark for the European Economic Area, allowing the lens to be marketed in over 30 countries across Europe. A staged pivotal U.S. clinical trial for the Presbia Flexivue Microlens™ commenced in 2014.

Presbia PLC
Monica Yamada, 323-860-4903
monica@presbia.com