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 18, 2014
ANTARES PHARMA, INC.
(Exact name of registrant specified in its charter)
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Delaware |
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1-32302 |
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41-1350192 |
(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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100 Princeton South, Suite 300, Ewing, NJ |
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08628 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone, including area code: (609) 359-3020
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 18, 2014, Paul K. Wotton, Ph.D., President and Chief Executive Officer of Antares Pharma, Inc., provided a notice to Antares of his intention
to resign as President and Chief Executive Officer of Antares and as a member of the Antares Board of Directors. On June 23, 2014, the Board accepted Dr. Wottons resignation which became effective on that date. To the knowledge of
Antares, Dr. Wottons resignation as a director was not because of any disagreement with Antares on any matter relating to Antares operations, policies or practices. Dr. Wotton has informed the Board that after his resignation,
he intends to assume the position of chief executive officer of a development stage biotechnology company.
(c) Effective as of June 23, 2014, the
Board appointed Eamonn Hobbs as President and Chief Executive Officer of Antares, to serve at the pleasure of the Board. Mr. Hobbs, who joined the Board in August 2009, will continue to serve as a member of the Board. Because of
Mr. Hobbs appointment as President and Chief Executive of Antares, he will no longer serve as a member of the Boards Audit Committee and the Governance and Nominating Committee.
Mr. Hobbs, 55, has over 30 years of experience in the medical device, pharmaceutical and combination products industry, including the
medical specialty fields of radiology, vascular surgery, interventional cardiology, oncology and gastroenterology. From 2009 to 2013 Mr. Hobbs served as President and Chief Executive Officer of Delcath Systems, Inc., a NASDAQ traded specialty
pharmaceutical and medical device company specializing in cancer treatment. Prior to Delcath Systems, Inc., Mr. Hobbs served as President and Chief Executive Officer of AngioDynamics, Inc., a NASDAQ traded company he co-founded in 1988 as a
subsidiary of E-Z-EM. Throughout his 21 year tenure at AngioDynamics, he led efforts in marketing, strategic planning, product development and general management. From 1988 to 2004, Mr. Hobbs also served as Executive Vice President of Business
Development of E-Z-EM, a NASDAQ traded company. Before joining AngioDynamics/ E-Z-EM, Mr. Hobbs was Director of Marketing and Product Development at NAMIC; founder, President and Chief Executive Officer of Hobbs Medical, Inc; and a Product
Development Engineer at Cook Incorporated. Mr. Hobbs is the immediate past Chairman of the Board of Directors of the Medical Device Manufacturers Association. Mr. Hobbs received a Bachelor of Science in Plastics Engineering with a
Biomaterials emphasis at the University of Massachusetts (Lowell).
Employment Agreement with Eamonn Hobbs.
On June 23, 2014, Antares entered into an employment agreement with Mr. Hobbs pursuant to which Mr. Hobbs will serve as the
President and Chief Executive Officer of Antares and will continue to serve as a member of the Antares Board. The employment agreement, which is effective immediately, is for three years and automatically renews for consecutive one-year periods
unless one of the parties delivers 90 days prior written notice of non-renewal.
Pursuant to the employment agreement, Mr. Hobbs is
eligible to receive an initial annual base salary of $560,000, which will be reviewed annually for appropriate increases by the Boards Compensation Committee. In addition, Mr. Hobbs is eligible to receive a target annual bonus of 55% of
base salary, based upon attainment of certain pre-set performance goals as determined by the Compensation Committee. Antares will reimburse Mr. Hobbs for reasonable relocation expenses incurred prior to December 31, 2014 in connection with
Mr. Hobbs relocation to the Philadelphia, Pennsylvania area up to a maximum of $30,000.
The terms of the employment agreement
include the following equity grants pursuant to the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended and restated:
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a sign-on bonus in the form of a stock option to purchase 340,502 shares of Antares common stock, at an exercise price of $3.01 (the closing price of a share of Antares common stock on the date of grant), vesting over
three years at the rate of 33-1/3% each year; |
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a stock option to purchase 159,498 shares of Antares common stock, at an exercise price of $3.01 (the closing price of a share of Antares common stock on the date of grant), vesting over three years at the rate of
33-1/3% each year; |
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91,362 restricted stock units, vesting over three years at the rate of 33-1/3% each year; and |
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182,724 performance stock units, vesting based upon the achievement of certain performance-based criteria. |
Mr. Hobbs is also eligible to participate in any other equity compensation plans established by Antares for members of management.
Under the employment agreement, Mr. Hobbs is entitled to severance in the event of a termination by Antares without cause or
by Mr. Hobbs for good reason (as each term is defined in the employment agreement). In the event of such termination of employment within the period beginning 60 days immediately prior to a change of control (as defined in the
employment agreement) and ending on the last day of the 12-month period immediately following a change of control (the Change of Control Protection Period), Mr. Hobbs is entitled to severance equal to:
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24 months of his then-current base salary, paid in installments over the 24-month period following termination of employment; |
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a pro-rated annual bonus payment for the year of termination based on target performance and the number of days that Mr. Hobbs was employed by Antares in the year of his termination; |
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reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if he were an employee, for the shorter of 18 months or until the date he obtains coverage from a new
employer; and |
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all outstanding equity grants held by Mr. Hobbs immediately prior to his termination date which vest based upon Mr. Hobbs continued service over time will accelerate, become fully vested and/or
exercisable, as the case may be, as of Mr. Hobbs termination date. |
In the event Mr. Hobbs employment
is terminated by Antares without cause or by Mr. Hobbs for good reason before or after the Change of Control Protection Period, Mr. Hobbs is entitled to severance equal to:
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12 months of his then-current base salary, paid in installments over the 12-month period following termination of employment; |
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a pro-rated annual bonus payment for the year of termination based on actual performance and the number of days Mr. Hobbs was employed by Antares in the year of his termination; |
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reimbursement for the cost of continued health and dental benefits through COBRA, subject to the same cost-sharing as if he were an employee, for the shorter of 12 months or until the date he obtains coverage from a new
employer; and |
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with respect to all outstanding equity grants held by Mr. Hobbs immediately prior to his termination date which vest based upon Mr. Hobbs continued service over time, the portion of that would have
become vested during the 12 month period following Mr. Hobbs termination date had he remained employed during such 12 month period will accelerate, become fully vested and/or exercisable, as the case may be, as of Mr. Hobbs
termination date. |
In the event that Mr. Hobbs employment is terminated by Antares without cause or by
Mr. Hobbs for good reason and Mr. Hobbs does not execute or revokes a release and waiver of claims in favor of Antares and its affiliates, Mr. Hobbs will not be entitled to the severance benefits set forth above.
If Mr. Hobbss employment is terminated by Antares for cause, on account of Mr. Hobbss death or disability, or if
Mr. Hobbs terminates his employment for any reason other than good reason, then Antares will pay Mr. Hobbs his base salary, bonus and expenses accrued, but unpaid as of the date of his termination, and any benefits accrued and due under
any applicable benefit plans and programs of Antares.
The employment agreement also provides that if the payments and benefits otherwise
payable to Mr. Hobbs under the employment agreement would constitute excess parachute payments within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, then Antares will reduce such payments and benefits to an amount
that would avoid any excise taxes under section 4999 of the Internal Revenue Code, provided that such reduction would provide Mr. Hobbs with a greater net after-tax benefit than would no reduction.
The employment agreement provides that at all times during Mr. Hobbss employment and thereafter, Mr. Hobbs will maintain the
confidentiality of all confidential information obtained by him as a result of his employment with Antares, including information received by him prior to the effective date of the employment agreement. In addition, during the term of
Mr. Hobbss employment with Antares, and for the 12-month period after Mr. Hobbss termination of employment (or the 24-month period if Mr. Hobbs employment is terminated by Antares without cause or by Mr. Hobbs
for good reason during the Change of Control Protection Period), Mr. Hobbs cannot (i) compete against Antares, (ii) solicit in any way the customers of Antares; or (iii) recruit in any way the employees of Antares.
The foregoing is a summary description of certain terms of the employment agreement and, by its nature, is incomplete. Antares will file the
employment agreement as an exhibit to its Quarterly Report on Form 10-Q for the period ending on June 30, 2014. All readers are encouraged to read the employment agreement when it is filed. Antaress filings may be accessed electronically
by means of the SECs home page on the Internet at http://www.sec.gov or by means of the Antares home page on the Internet at http://www.antarespharma.com under the heading ATRS Investor Information SEC Filings.
Press Release
On June 24, 2014, Antares issued a
press release announcing:
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the departure of Dr. Wotton as President and Chief Executive Officer, and as a director, of Antares; and |
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the appointment of Mr. Hobbs as President and Chief Executive Officer of Antares. |
The full text of such
press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 24, 2014, issued by Antares Pharma, Inc. |
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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ANTARES PHARMA, INC. |
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Date: June 24, 2014 |
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By: |
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/s/ Robert F. Apple |
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Name: |
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Robert F. Apple |
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Title: |
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Executive Vice President, Chief Financial Officer |
EXHIBIT INDEX
Exhibit
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 24, 2014, issued by Antares Pharma, Inc. |
Exhibit 99.1
NEWS RELEASE
ANTARES PHARMA ANNOUNCES CHANGES IN SENIOR LEADERSHIP
PAUL K. WOTTON, Ph.D. TENDERS RESIGNATION
EAMONN P. HOBBS APPOINTED PRESIDENT AND CHIEF EXECUTIVE OFFICER
EWING, NJ, June 24, 2014 Antares Pharma, Inc. (NASDAQ: ATRS) today announced the resignation of Paul K. Wotton, Ph.D. who informed the
Companys Board of Directors that he will assume the position of chief executive officer of a development stage biotechnology company. Dr. Wotton also has resigned from the Antares Board of Directors.
Antares Pharma also announced today the appointment of Eamonn P. Hobbs to the position of President and Chief Executive Officer of the Company effective
immediately. Mr. Hobbs joined the Antares Board of Directors in August 2009 and has over 30 years of experience in the pharmaceutical, medical device, and combination products industry, including the medical specialty fields of radiology,
vascular surgery, interventional cardiology, oncology and gastroenterology. Mr. Hobbs was previously the President and Chief Executive Officer of Delcath Systems, Inc., a NASDAQ traded specialty pharmaceutical and medical device company
specializing in cancer treatment. Prior to joining Delcath Systems, Inc., Mr. Hobbs served as President and Chief Executive Officer of AngioDynamics, Inc., a NASDAQ traded company he co-founded in 1988 as a subsidiary of E-Z-EM. Throughout his
21 year tenure at AngioDynamics, he led efforts in marketing, strategic planning, product development and general management. From 1988 to 2004, Mr. Hobbs also served as Executive Vice President of Business Development of E-Z-EM, a NASDAQ
traded company. Before joining AngioDynamics/ E-Z-EM, Mr. Hobbs was Director of Marketing and Product Development at NAMIC; founder, President and Chief Executive Officer of Hobbs Medical, Inc; and a Product Development Engineer at Cook
Incorporated. Mr. Hobbs is the immediate past Chairman of the Board of Directors of the Medical Device Manufacturers Association. Mr. Hobbs received a Bachelor of Science in Plastics Engineering with a Biomaterials emphasis at the
University of Massachusetts (Lowell).
The board is excited about having Mr. Hobbs lead Antares during the next phase of its growth. We have
worked closely with Eamonn over the past five years as Board members and share his vision for the future, said Leonard S. Jacob, M.D., Ph.D., Chairman of the Board of Directors. The Board of Antares wishes Paul success in his new
endeavour. I have enjoyed working closely with him over the past five years in building Antares into a fully integrated specialty pharmaceutical company.
Antares has developed a robust business platform with tremendous potential, and I look forward to leading a strong management team and a group of
dedicated and talented employees, said Eamonn P. Hobbs, President and Chief Executive Officer. Ive worked closely with the Company over the past five years and believe that our state of the art technologies, product development
capabilities and sound regulatory strategy have the potential to produce numerous product approvals over the coming years further enhancing shareholder value.
About Antares Pharma
Antares Pharma focuses on self-administered parenteral pharmaceutical products. The Company has received marketing approval from the U.S. Food and Drug
Administration for OTREXUP (methotrexate) injection for the treatment of adults with severe active rheumatoid arthritis and children with active polyarticular juvenile idiopathic arthritis. LEO Pharma markets OTREXUP to dermatologists
for adults with severe recalcitrant psoriasis. Antares Pharma is also developing VIBEX® QS T for testosterone replacement therapy. The Companys technology platforms include VIBEX® disposable Medi-Jet, disposable multi-use pen injectors and reusable needle-free injectors marketed as Tjet® and Zomajet® by Teva Pharmaceutical Industries, Ltd (Teva) and Ferring Pharmaceuticals (Ferring), respectively. Antares Pharma has a multi-product deal with Teva that includes Tev-Tropin® [somatropin (rDNA origin) for injection] human growth hormone (hGH), VIBEX® epinephrine and several other products. In the U.S. Antares
has received FDA approval for Gelnique 3% (oxybutynin) gel, a treatment for overactive bladder that is marketed by Actavis. Elestrin® (estradiol gel) is FDA approved for the treatment of
moderate-to-severe vasomotor symptoms associated with menopause, and is marketed in the U.S. by Meda Pharma. Antares Pharma has two facilities in the U.S. The Parenteral Products Group located in Minneapolis, Minnesota directs the manufacturing and
marketing of the Companys reusable needle-free injection devices and related disposables, and develops its disposable pressure-assisted Medi-Jet and pen injector systems. The Companys corporate office and Product Development and
Commercial Groups are located in Ewing, New Jersey.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, including statements made with respect to future product approvals and their impact to shareholder value, and other statements regarding matters that are not historical facts, and involve predictions. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking
statements. In some cases you can identify forward-looking statements by terminology such as may, will, should, would, expect,
intend, plan, anticipate, believe, estimate, predict, potential,
seem, seek, future, continue, or appear or the negative of these terms or similar expressions, although not all forward-looking
statements contain these identifying words. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those anticipated by the
forward-looking statements. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the Risk Factors section of
the Companys Annual Report on Form 10-K for the year ended December 31, 2013, and in the Companys other periodic reports and filings with the Securities and Exchange Commission. The Company cautions investors not to place undue
reliance on the forward-looking statements contained in this press release. All forward-looking statements are based on information currently available to the Company on the date hereof, and the Company undertakes no obligation to revise or update
these forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
Contact:
Jack Howarth
Vice President, Corporate Affairs
609-359-3016
jhowarth@antarespharma.com
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