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): October 5, 2011
BioCryst Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23186 | 62-1413174 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code): (919) 859-1302
(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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, 2011, the Board of Directors of BioCryst Pharmaceuticals, Inc. (the “Company”) elected George B. Abercrombie to the Company’s Board of Directors, effective October 10, 2011. Also on October 5, 2011, Stephen R. Biggar, M.D., Ph.D, tendered his resignation from the Board of Directors, effective October 10, 2011. The Company issued a news release reporting these matters on October 11, 2011, and a copy of the news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The Company’s Board of Directors has not yet appointed Mr. Abercrombie to serve on any of its committees. Dr. Biggar has served on the Compensation and Corporate Governance and Nominating Committees of the Company’s Board of Directors.
Pursuant to the Company’s Stock Incentive Plan, Mr. Abercrombie will receive an automatic grant of 16,667 stock options upon election, and will be entitled to a grant of 15,000 stock options after each annual stockholders’ meeting. Mr. Abercrombie will receive compensation consistent with the Company’s director compensation policy as described in the Company’s proxy statement for its 2011 annual meeting of stockholders.
| Item 7.01 | Regulation FD Disclosure |
The information furnished on Exhibit 99.1 is incorporated by reference under this Item 7.01 as if fully set forth herein.
The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated October 11, 2011 entitled “BioCryst Pharmaceuticals Announces Changes to its Board of Directors” | |
SIGNATURE
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 thereunto duly authorized.
| BioCryst Pharmaceuticals, Inc. | ||||
| By: | /s/ Alane Barnes | |||
| Name: | Alane Barnes | |||
| Title: | General Counsel, Corporate Secretary | |||
Date: October 11, 2011
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated October 11, 2011 entitled “BioCryst Pharmaceuticals Announces Changes to Its Board of Directors” | |
Exhibit 99.1
BIOCRYST PHARMACEUTICALS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS
Research Triangle Park, North Carolina – October 11, 2011 – BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) today announced the election of George B. Abercrombie to the Company’s board of directors, effective October 10, 2011.
The Company also announced today that Stephen R. Biggar, M.D., Ph.D., has stepped down from the board, effective October 10, 2011.
Mr. Abercrombie has over 30 years of experience as a business leader in the pharmaceutical industry. He most recently served from 2001 to 2009 as the President and Chief Executive Officer of Hoffmann-La Roche Inc., where he was responsible leading operations in both the U.S. and Canada. During his tenure, Mr. Abercrombie also served as a member of the Roche Pharmaceutical Executive Committee, which was responsible for developing and implementing global strategy for the Pharmaceuticals Division. In 1993, Mr. Abercrombie joined Glaxo Wellcome Inc. as Vice President and General Manager of the Glaxo Pharmaceuticals Division, and was later promoted to Senior Vice President, U.S. Commercial Operations. Prior to joining Glaxo, he spent over ten years at Merck & Co., Inc., where he gained experience in sales and marketing, executive sales management and business development. Mr. Abercrombie began his career as a pharmacist after receiving a bachelor’s degree in pharmacy from the University of North Carolina at Chapel Hill, and later earned an MBA from Harvard University.
Mr. Abercrombie currently serves as a member of the Board of Directors of Tranzyme Pharma and as Chairman of the Board of Brickell Biotech. Additionally, he is a member of the Board of Directors of Project HOPE and a Senior Scholar at Duke University’s Fuqua School of Business. He previously served on the Executive Committee and Board of Directors of the Pharmaceutical Research & Manufacturers of America (PhRMA), as well as on the Board of the Johns Hopkins School of Hygiene and Public Health.
“George possesses a breadth of development and commercial experience in the pharmaceutical industry, as well as a global perspective, which has translated into solid business results throughout his career. As the company advances its late-stage assets, the BioCryst team and its Board of Directors should benefit from George’s expertise and guidance, and we look forward to his contributions,” said Zola P. Horovitz, Ph.D., Chairman of the Board of BioCryst. “Over the past six years, Dr. Biggar has provided valuable insights to the BioCryst team regarding its clinical and business strategy. We appreciate his long-standing commitment to the organization, and we wish him continued success in his other endeavors.”
About BioCryst Pharmaceuticals
BioCryst Pharmaceuticals designs, optimizes and develops novel small-molecule pharmaceuticals that block key enzymes involved in infectious diseases, inflammatory diseases and cancer. BioCryst currently has three novel late-stage compounds: peramivir, a neuraminidase inhibitor for the treatment of influenza, BCX4208, a purine nucleoside phosphorylase (PNP) inhibitor for the treatment of gout, and forodesine, an orally-available PNP inhibitor for hematological malignancies. Utilizing crystallography and structure-based drug design, BioCryst continues to discover additional compounds and to progress others through pre-clinical and early development to address the unmet medical needs of patients and physicians. For more information, please visit the Company’s website at www.biocryst.com.
This press release contains forward-looking statements, including statements regarding future results and achievements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Please refer to the documents BioCryst files periodically with the SEC and located at http://investor.shareholder.com/biocryst/sec.cfm.
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| CONTACT: | Robert Bennett, BioCryst Pharmaceuticals, +1-919-859-7910 (investors) | |
| Catherine Collier Kyroulis, WCG, +1-212-301-7174 (media) |