Current Report Filing (8-k)
September 02 2015 - 7:26AM
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): September 1, 2015
IMPRIMIS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35814 |
|
45-0567010 |
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
12264
El Camino Real, Suite 350 |
|
|
San
Diego, CA |
|
92130 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (858) 704-4040
|
12264
El Camino Real, Suite 350
|
|
|
San
Diego, CA 92130 |
|
|
(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 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) Effective
September 1, 2015, the Board of Directors of the Company (the “Board”) appointed Anthony J. Principi to the
Company’s Board of Directors, to fill a vacant seat resulting from a resolution by the Board increasing the size of the
Board from five (5) to six (6).
Mr.
Principi serves as CEO and president of The Principi Group, LLC, a consulting firm. From 2005 through 2010, he was the Senior
Vice President of Government Relations of Pfizer, Inc. Prior to joining Pfizer, Inc., Mr. Principi served as Secretary of the
U.S. Department of Veterans Affairs from 2001 through 2005. In 2005, he served as the Chairman of the Defense 2005 Base Realignment
and Closure Commission. Prior to becoming Secretary of the U.S. Department of Veterans Affairs, Mr. Principi was President of
QTC Medical Services Inc. from 1999 through 2001 and Senior Vice President of Lockheed Martin IMS from 1995 through 1996. Prior
to joining Lockheed Martin IMS, Mr. Principi was Chief Counsel and Staff Director of the U.S. Senate Armed Services Committee
from 1993 through 1994, and was Chief Counsel and Staff Director of the U.S. Senate Committee on Veterans’ Affairs from
1984 through 1988. Mr. Principi serves as a director and member of the corporate governance and compensation and evaluation committees
of Mutual of Omaha. He is also a member of the board of directors of Engility Holdings, Inc., GetWellNetwork®, Inc. and Cleveland
BioLabs, Inc. Mr. Principi served as Executive Chairman of QTC Management, and was a Director of Perot Systems Corporation. Mr.
Principi received a Bachelor of Science from the U.S. Naval Academy and a Juris Doctor from Seton Hall University School of Law.
The
Board has determined that Mr. Principi is independent under the listings standards of the NASDAQ Capital Market. The Board has
also decided that Mr. Principi will be appointed to appropriate committees of the Board after the Board and Mr. Principi discuss
which committee appointments would be in the best interests of the Board and the Company’s stockholders.
In
connection with his appointment as a director, Mr. Principi will receive (i) a restricted stock unit award under the
Company’s 2007 Incentive Stock and Awards Plan to acquire 4,573 restricted stock units, with an aggregate value of
approximately Thirty-Four Thousand Nine-Hundred and Thirty-Two Dollars ($34,932), to vest in equal quarterly installments
over a one-year period subject to Mr. Principi’s continuous service, but with the issuance and delivery of the shares
subject to the restricted stock unit deferred until Mr. Principi resigns or otherwise terminates his service as a director,
and (ii) cash compensation for his service as a director pursuant to the Company’s established board compensation
program for non-employee directors in effect since January 1, 2014, which generally consists of a cash retainer fee of
$40,000 per year and is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities
and Exchange Commission on May 10, 2015. There are no arrangements between Mr. Principi and any other person pursuant to
which he was elected to serve as a director, nor are there any transactions in which the Company is a participant in which he
has a material interest.
Also
in connection with his appointment as a director, the Company has entered into an indemnification agreement with Mr. Principi
that follows the Company’s standard form of indemnification agreement for its directors and officers. In general, the form
of indemnification agreement requires the Company to, among other things, indemnify the director or officer against specified
expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the director or officer in
connection with any action, suit or proceeding arising out of the director’s or officer’s status or service as such,
other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and
to advance expenses incurred by the director or officer in connection with any proceeding with respect to which the director or
officer may be entitled to indemnification by the Company. The above description is intended to be a summary and is qualified
in its entirety by the full text of the form of indemnification agreement, which is filed as Exhibit 10.8 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2007 and is incorporated herein
by reference.
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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IMPRIMIS
PHARMACEUTICALS, INC. |
|
|
|
Dated:
September 2, 2015 |
By: |
/s/
Andrew R. Boll |
|
Name:
|
Andrew
R. Boll |
|
Title:
|
Chief
Financial Officer |
Imprimis Pharmaceuticals, Inc. (delisted) (NASDAQ:IMMY)
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