UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2009
BioCryst Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-23186 (Commission File Number) |
62-1413174 (IRS Employer Identification No.) |
| 2190 Parkway Lake Drive, Birmingham, Alabama (Address of Principal Executive Offices) |
35244 (Zip Code) |
(205) 444-4600
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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):
| 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 210.14d-2(b)) |
| o | 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 December 9, 2009, BioCryst Pharmaceuticals, Inc. (the “Company”) announced that Charles A.
Sanders, M.D. has been elected to the Company’s Board of Directors, effective December 8, 2009.
Dr. Sanders brings to the Company extensive experience as a corporate executive and director,
physician and professor of medicine. Dr. Sanders is retired from Glaxo, Inc., where he served as
Chief Executive Officer from 1989 through 1994 and Chairman of the Board from 1992 through 1995.
Before joining Glaxo, Inc., Dr. Sanders spent eight years with Squibb Corp., where he held a number
of posts, including the position of Vice Chairman. He also served as Chief Executive Officer of
the Science and Technology Group and Chairman of the Science and Technology Committee of the Board.
Previously Dr. Sanders was General Director of Massachusetts General Hospital and Professor of
Medicine at Harvard Medical School. A native of Dallas, he is a graduate of Southwestern Medical
College of the University of Texas. Dr. Sanders is past Chairman of the New York Academy of
Sciences. He is currently a member of the Institute of Medicine of the National Academy of
Sciences and past Chairman of The Commonwealth Fund. He is also Chairman of Project HOPE and the
Foundation for the National Institutes of Health, and past Chairman of the UNC Health Care System.
In addition, he serves on the boards of several publicly traded companies, including Cephalon and
Vertex Pharmaceuticals, and he previously served as Lead Director of Genentech until it was
acquired in March 2009.
Pursuant
to the Company’s Stock Incentive Plan, Dr. Sanders received
an automatic grant of 8,333 options upon election, and is entitled to a grant of 15,000 options after each annual stockholders’
meeting. Dr. Sanders will receive compensation consistent with the Company’s director compensation
policy as described in the Company’s proxy statement for its 2009 annual meeting of stockholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |||
| 99.1 | Press release dated December 9, 2009 entitled “BioCryst
Pharmaceuticals elects Charles A. Sanders to its Board of
Directors.” |
|||
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: December 10, 2009 | BioCryst Pharmaceuticals, Inc. |
|||
| By: | /s/ Alane Barnes | |||
| Alane Barnes | ||||
| General Counsel, Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 99.1 | Press release dated December 9, 2009 entitled “BioCryst
Pharmaceuticals elects Charles A. Sanders to its Board of
Directors.” |
|||
Exhibit 99.1
BIOCRYST PHARMACEUTICALS ELECTS CHARLES A. SANDERS TO ITS BOARD OF DIRECTORS
Birmingham, Alabama — December 9, 2009 — BioCryst Pharmaceuticals, Inc. (NASDAQ: BCRX) today
announced that Charles A. Sanders, M.D. has been elected to the Company’s Board of Directors. Dr.
Sanders brings to BioCryst extensive experience as a corporate executive and director, physician
and professor of medicine.
“We are pleased to welcome Dr. Sanders to BioCryst’s Board of Directors,” said Zola P.
Horovitz, Ph.D., Chairman of the Board of BioCryst Pharmaceuticals. “Charlie’s strong track record
of building and transforming leading pharmaceutical companies and his diverse knowledge of our
industry and medical practice will be invaluable to the management of BioCryst as the Company’s
leading clinical programs move toward completion.”
“BioCryst has gone through a significant transformation to become a late-stage development company
with its first product sales,” said Dr. Sanders. “I look forward to sharing my experiences with the
leadership of the Company as they prepare peramivir and forodesine for commercial launch and
continue their work to build an enduring successful pharmaceutical company.”
Dr. Sanders is retired from Glaxo, Inc., where he served as Chief Executive Officer from 1989
through 1994 and Chairman of the Board from 1992 through 1995. Before joining Glaxo, Inc., Dr.
Sanders spent eight years with Squibb Corp., where he held a number of posts, including the
position of Vice Chairman. He also served as Chief Executive Officer of the Science and Technology
Group and Chairman of the Science and Technology Committee of the Board. Previously Dr. Sanders
was General Director of Massachusetts General Hospital and Professor of Medicine at Harvard Medical
School. A native of Dallas, he is a graduate of Southwestern Medical College of the University of
Texas.
Dr. Sanders is past Chairman of the New York Academy of Sciences. He is currently a member of the
Institute of Medicine of the National Academy of Sciences and past Chairman of The Commonwealth
Fund. He is also Chairman of Project HOPE and the Foundation for the National Institutes of
Health, and past Chairman of the UNC Health Care System. In addition, he serves on the boards of
several publicly traded companies, including Cephalon and Vertex Pharmaceuticals, and he previously
served as Lead Director of Genentech until it was acquired in March 2009.
About BioCryst
BioCryst Pharmaceuticals designs, optimizes and develops novel small-molecule pharmaceuticals that
block key enzymes involved in infectious diseases, cancer and inflammatory diseases. BioCryst has
progressed two novel compounds into late-stage pivotal clinical trials; peramivir, an anti-viral
for influenza, and forodesine, a purine nucleoside phosphorylase (PNP) inhibitor for cutaneous
T-cell lymphoma (CTCL). 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. The Company’s strategic
alliances with the U.S. Department of Health and Human Services, Shionogi & Co., Ltd., Green Cross
Corporation and Mundipharma International Holdings Limited validate its scientific foundation and
the utility of its product candidates. For more information, please visit the Company’s Web site
at www.biocryst.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding future
results, performance or 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. These statements reflect our current views with respect to
future events and are based on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking statements. Some of
the factors that could affect the forward-looking statements contained herein include: that the
U.S. government and ex-U.S. governments may choose not to issue additional orders for peramivir and
such orders, if any, may not be profitable for BioCryst; that to the extent peramivir is used as a
treatment for H1N1 flu (or other strains of flu), there can be no assurance that it will prove
effective; that HHS may further condition, reduce or eliminate future funding of the peramivir
program; that ongoing peramivir clinical trials or our peramivir program in general may not be
successful; that BioCryst or its licensees may not commence as expected additional human clinical
trials with our product candidates; that our product candidates may not receive required regulatory
clearances from the FDA; that ongoing and future pre-clinical and clinical development may not have
positive results; that we or our licensees may not be able to continue future development of our
current and future development programs; that our development programs and partnerships may never
result in future product, license or royalty payments being received by BioCryst; that BioCryst may
not be able to retain its current pharmaceutical and biotechnology partners for further development
of its product candidates or it may not reach favorable agreements with potential pharmaceutical
and biotechnology partners for further development of its product candidates; that our actual cash
burn rate may not be consistent with our expectations; that BioCryst may not have sufficient cash
to continue funding the development, manufacturing, marketing or distribution of its products and
that additional funding, if necessary, may not be available at all or on terms acceptable to
BioCryst. Please refer to the documents BioCryst files periodically with the Securities and
Exchange Commission, including, but not limited to, BioCryst’s most recent Annual Report on Form
10-K, most recent
Quarterly Reports on Form 10-Q, and current reports on Form 8-K, which identify important factors
that could cause the actual results to differ materially from those contained in our projections
and forward-looking statements.
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BCRXW
CONTACT: Robert Bennett, BioCryst Pharmaceuticals, +1-919-859-7910