UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): March 25, 2010
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One Park Place, Suite 450, Annapolis,
Maryland
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21401
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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: (410) 269-2600
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors and Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 25, 2010, the Board of
Directors (the “Board”) of PharmAthene, Inc. (the “Company”) promoted Eric I.
Richman to President and Chief Operating Officer of the Company, effective
immediately. Mr. Richman was previously the Company’s Senior
Vice President, Business Development & Strategic Planning. Mr.
Richman will assume management oversight of all day-to-day operations of the
Company.
In connection with his promotion to
President and Chief Operating Officer, Mr. Richman was granted a stock option to
purchase 100,000 shares of the Company’s common stock at an exercise price of
$1.51, the closing price of the Company’s common stock as reported on the NYSE
Amex on March 25, 2010. The stock option vests over a 4 year period
with 25% each vesting on the first, second, third and fourth anniversaries of
the grant date and will expire on March 25, 2020.
In connection with Mr. Richman’s
promotion, the Company issued a press release on March 30, 2010, which is
attached as Exhibit 99.1 hereto.
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Item
8.01
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Other
Events
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The Company’s 2010 Annual Meeting of
Stockholders is scheduled to be held at 11 a.m. on June 23, 2010 at The Westin
Annapolis, 100 Westgate Circle, Annapolis, Maryland (the “Annual
Meeting”). The record date for determining stockholders entitled to vote
at the meeting is scheduled to be May 10, 2010.
Because the date of the 2010 annual
meeting will be more than 30 days before the anniversary date of the 2009 Annual
Meeting of Stockholders of the Company, the Company is informing its
stockholders, pursuant to Rule 14a-5(f) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), of the following deadline for stockholder
proposals:
In order for a stockholder proposal to
be considered for inclusion in the Company’s Proxy Statement for the Annual
Meeting pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), notice of
the proposal must be received at the Company’s principal executive offices at
One Park Place, Suite 450, Annapolis, MD 21401 and be directed to the attention
of the Corporate Secretary, no later than April 9, 2010. All
stockholder proposals must be in compliance with applicable laws and
regulations, including without limitation, Rule 14a-8, in order to be considered
for inclusion in the proxy statement for the Annual Meeting. The
Company considers April 9, 2010 to be a reasonable time before it begins the
printing and mailing of its proxy materials for the Annual Meeting.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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No.
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Description
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99.1
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Press
release, dated March 30, 2010, issued by the
Company.
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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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PHARMATHENE,
INC.
(Registrant)
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Date: March
30, 2010
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By:
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/s/
Jordan P. Karp, Esq.
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Jordan
P. Karp, Esq.
Senior
Vice President and General Counsel
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EXHIBIT 99.1
Contact:
Stacey
Jurchison
PharmAthene,
Inc.
Phone:
410-269-2610
Stacey.Jurchison@PharmAthene.com
PHARMATHENE
APPOINTS ERIC I. RICHMAN AS PRESIDENT AND
CHIEF
OPERATING OFFICER AND ANNOUNCES SENIOR MANAGEMENT PROMOTIONS
ANNAPOLIS, MD – March 30, 2010
-- PharmAthene, Inc. (NYSE Amex: PIP), a biodefense company developing
medical countermeasures against biological and chemical threats, today announced
that the Company’s Board of Directors has appointed Eric I. Richman to the
position of President and Chief Operating Officer. Previously Senior
Vice President, Business Development and Strategic Planning, in this new role,
Mr. Richman will assume management oversight of all day-to-day operations of the
Company.
“I have
had the pleasure of working with Eric for nearly twenty years, initially during
our tenure at MedImmune and most recently over the past seven years at
PharmAthene,” said David P. Wright, Chief Executive Officer. “I have
the utmost respect for Eric’s capabilities, judgment, and business acumen, and
strongly believe that his operational leadership during this pivotal time in our
history will be tremendously advantageous to our Company’s future
success. I look forward to working with Eric as we pursue our
objective of becoming the nation’s leading developer and provider of urgently
needed next generation medical countermeasures.”
“I am
honored by the Board’s decision and value the confidence they have placed in
me. Most importantly,” remarked Mr. Richman, “PharmAthene currently
has one of the strongest and most diverse biodefense portfolios in our industry,
with best-in-class medical countermeasures that potentially offer significant
advantages over existing products. I look forward to working with
Dave and the other exceptional members of our management team as we work to
ensure the continued successful development of these important
products.”
Mr.
Richman joined PharmAthene in October 2003, bringing extensive experience in the
development and commercialization of novel biotechnology-based
therapeutics. As a member of the founding team at MedImmune, he was
responsible for the U.S. launch of MedImmune's first commercial product,
CytoGam®, and was
on the launch teams for its other products including the international launch of
Synagis®. Prior
to joining MedImmune, he began his career at HealthCare Ventures, a
life-sciences focused venture capital firm. Mr. Richman served on the
Board of Lev Pharmaceuticals and currently serves on the Board of ADMA Biologics
and American Bank.
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In
addition to Mr. Richman’s appointment, the Board has also approved the following
senior management changes: Francesca Cook has been named Senior Vice
President, Policy and Government Affairs, and Dr. Valerie Riddle has been named
Senior Vice President, Medical Director, adding oversight of the Company’s
program management function to her responsibilities.
Ms. Cook
joined PharmAthene in October 2003 with a broad background in health care
policy, having previously held various executive positions at Guilford
Pharmaceuticals and Covance Health Economics and Outcomes Services, a health
care consulting firm. Additionally, Ms. Cook has worked in the U.S. Senate and
the U.S. Department of Health and Human Services.
Dr.
Riddle also joined the Company in October 2003. A Board-certified
physician in Internal Medicine and Infectious Diseases, Dr. Riddle spent several
years at Washington Hospital Center in Washington, D.C., as Director, HIV
Service. She transitioned to industry in 1998, whereupon she assumed
various executive positions with MedImmune and subsequently, Guilford
Pharmaceuticals.
“Over the
next eighteen months PharmAthene is poised to deliver a number of important
milestones, which, if achieved, could translate into significant value for our
shareholders,” remarked John Pappajohn, Chairman of the Board. “We
believe that these management changes will maximize our opportunities for
success by increasing our effectiveness to ensure we are better able to meet the
needs of our customers.”
Extended
biographies of PharmAthene’s Executives are available at the Company’s website
at www.PharmAthene.com
About
PharmAthene, Inc.
PharmAthene
was formed to meet the critical needs of the United States and its allies by
developing and commercializing medical countermeasures against biological and
chemical weapons. PharmAthene's lead product development programs
include:
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SparVax™
- a second generation recombinant protective antigen (rPA) anthrax
vaccine
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Third
generation rPA anthrax vaccine
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Valortim® -
a fully human monoclonal antibody for the prevention and treatment of
anthrax infection
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Protexia® -
a novel bioscavenger for the prevention and treatment of morbidity and
mortality associated with exposure to chemical nerve
agents
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For more
information about PharmAthene, please visit www.PharmAthene.com.
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Statement
on Cautionary Factors
Except
for the historical information presented herein, matters discussed may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by such
statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words "potential"; "believe";
"anticipate"; "intend"; "plan"; "expect"; "estimate"; "could"; "may"; "should";
or similar statements are forward-looking statements. PharmAthene disclaims,
however, any intent or obligation to update these forward-looking statements.
Risks and uncertainties include risk associated with the reliability of the
results of the studies relating to human safety and possible adverse effects
resulting from the administration of the Company's product candidates,
unexpected funding delays and/or reductions or elimination of U.S. government
funding for one or more of the Company's development programs, the award of
government contracts to our competitors, unforeseen safety issues, challenges
related to the development, scale-up, technology transfer, and/or process
validation of manufacturing processes for our product candidates, unexpected
determinations that these product candidates prove not to be effective and/or
capable of being marketed as products, as well as risks detailed from time to
time in PharmAthene's Forms 10-K and 10-Q under the caption "Risk Factors" and
in its other reports filed with the U.S. Securities and Exchange Commission (the
"SEC").
Copies of
PharmAthene's public disclosure filings are available from its investor
relations department and our website under the investor relations tab at
www.PharmAthene.com.
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