Current Report Filing (8-k)
April 13 2020 - 05:21PM
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): April
13, 2020
Amphastar Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36509
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33-0702205
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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
Number)
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11570 6th Street
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Rancho Cucamonga, California
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91730
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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: (909) 980-9484
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))
Securities registered pursuant to Section 12(b) of the
Act:
T
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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AMPH
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ◻
Item 5.02.
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 13, 2020, the
Board of Directors (“Board”)
of Amphastar Pharmaceuticals, Inc. (the “Company”)
and Jason B. Shandell mutually agreed that Mr. Shandell would
resign from his position as President and General Counsel,
effective immediately. Mr. Shandell also resigned as a member of
the Board, effective immediately. The resignation of Mr.
Shandell is not the result of any disagreement with the Company
relating to the Company’s operations, policies or
practices.
In connection with Mr.
Shandell’s departure, Dr. Jack Y. Zhang, the Company’s Chief
Executive Officer, Chief Scientific Officer and a member of the
Board, assumed the role and responsibilities of President,
effective immediately. No changes have been made to the existing
compensatory arrangements between the Company and Dr. Zhang. The
Company previously reported in its Proxy Statement on Form DEF
14A filed on April 18, 2019, information regarding
Dr. Zhang required by Items 401(b), (d), (e) and
Item 404(a) of Regulation S-K, and such information
is hereby incorporated by reference into this Current Report on
Form 8-K.
In connection with Mr.
Shandell’s departure, the Company and Mr. Shandell have entered
into a separation agreement (the “Separation
Agreement”).
Pursuant to the terms of the Separation Agreement, Mr. Shandell
will release all claims he may have against the Company and
affirmed his obligations regarding Company confidential
information. As consideration for the release of claims, Mr.
Shandell will receive $2,425,376 cash, the Company will vest 80% of
his unvested options and RSUs, purchase Mr. Shandell’s ownership
interest in Amphastar Nanjing Pharmaceuticals Inc., a subsidiary of
the Company, at fair market value, and Mr. Shandell will receive
three years of healthcare coverage provided by the Company. The
foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Separation Agreement, which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ending June
30, 2020.
Dr. Zhang’s
appointment and Mr. Shandell’s departure are further described in
the press release furnished as Exhibit 99.1.
Item 9.01.Financial
Statements and Exhibits.
(d)
Exhibits
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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AMPHASTAR
PHARMACEUTICALS, INC.
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Date: April 13,
2020
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By:
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/S/WILLIAM
J. PETERS
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William J.
Peters
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Chief Financial
Officer and Senior Vice President
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