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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): March 2, 2009
EPIX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-21863
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04-3030815 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 4 Maguire Road, Lexington, Massachusetts
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02421 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 761-7600
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)) |
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 2, 2009, EPIX Pharmaceuticals, Inc. (the “Company”) appointed Elkan Gamzu, Ph.D. as
President and Chief Executive Officer. Dr. Gamzu’s compensation in connection with his appointment
has not yet been determined.
Also on March 2, 2009, based on the recommendation of the Nominating and Governance Committee
of the Company, the Board of Directors of the Company (the “Board”) elected Dr. Gamzu to the Board.
Dr. Gamzu has not been elected to any committees of the Board.
Dr. Gamzu, age 66, was the interim Chief Executive Officer of the Company from July 25, 2008
until March 2, 2009. He is a Principal of enERGetics Biopharmaceutical Consultancy, LLC, and was a
founding partner of BioPharmAnalysis, LLC. From February 26, 2007 until January 3, 2008, Dr. Gamzu
was the Chief Executive Officer of Pharmos Corporation, and from March 2005 until March 2006, Dr.
Gamzu was Acting Head of Clinical Development of Hypnion, Inc. From December 1, 2004 until
February 24, 2005, Dr. Gamzu was the interim CEO of XTL Biopharmaceuticals, Ltd., and from 2001
until 2002, Dr. Gamzu was Vice President of Product Management Leadership for Millennium
Pharmaceuticals, Inc. Dr. Gamzu also served as President and Chief Executive Officer of Cambridge
Neuroscience, Inc. from 1994 until 1998, and as President and Chief Operating Officer and Vice
President of Development for Cambridge Neuroscience, Inc. from 1989 to 1994. Previously, Dr. Gamzu
held a variety of senior positions with Warner-Lambert and Hoffmann-La Roche, Inc. Dr. Gamzu is a
graduate of Hebrew University in Jerusalem, and has M.A. and Ph.D. degrees in experimental and
physiological psychology from the University of Pennsylvania.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 2, 2009, the Board approved an amendment to Sections 3, 5 and 7 of Article I of the
Company’s Amended and Restated By-laws, effective immediately prior to the Company’s 2009 annual
meeting of stockholders. The amendment to Section 3 (special meetings) clarifies the notice
requirements for bringing business before a special meeting of stockholders and the process by
which directors shall be nominated for election at a special meeting of stockholders. Section 5
(director nominations) and Section 7 (stockholder proposals) were amended to:
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clarify that compliance with the notice procedures set forth in the
By-Laws is the exclusive means for a stockholder to make nominations or submit other
business at a meeting of stockholders (other than matters properly brought under
Rule 14a-8 of the Securities Exchange Act of 1934, as amended) |
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provide that a stockholder’s notice to bring a proposal or nomination
before an annual or special meeting of stockholders must be delivered to, or mailed
and received by, the Secretary of the Company (i) in the case of an annual meeting
of stockholders, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year’s annual meeting of stockholders or (ii) in the
case of a special meeting of stockholders, on or prior to the later of the 90th day
prior to such special meeting or the 15th day following the day on which public announcement is first made of the date of the
special meeting of stockholders;
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require that any stockholder making a proposal or nomination be present
at the meeting (or have a representative be present at the meeting) and be a holder
of record at the time of providing notice; |
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require that any stockholder making a proposal or nomination state in its
advance notice whether such stockholder will solicit the Company’s stockholders and
whether such stockholder is party to any voting or other arrangement regarding the
proposal or nomination; |
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require that any stockholder making a proposal or nomination provide a
statement of the equity holdings of such stockholder and its affiliates, including
all “synthetic equity instruments” (e.g., derivatives, swaps, hedges, etc.), voting
rights, rights to fees, dividends, or other material rights, and update such
statement prior to the meeting; and |
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require that any stockholder making a proposal or nomination provide
updates and supplements to its advance notice, as necessary. |
The full text of the amendment is attached hereto as Exhibit 3.1.
The description of the changes to the Amended and Restated By-laws is qualified in its
entirety by reference to the copy of the amendment filed as Exhibit 3.1 to this Current Report on
Form 8-K, which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 5, 2009, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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3.1
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Amendment to Amended and Restated By-laws of the Company. |
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99.1
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Press Release issued by the Company on March 5, 2009, furnished herewith. |
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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EPIX PHARMACEUTICALS, INC. |
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March 5, 2009
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By:
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/s/ Kim Cobleigh Drapkin
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Kim Cobleigh Drapkin |
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Chief Financial Officer |
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EXHIBIT INDEX
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Description |
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3.1
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Amendment to Amended and Restated By-laws of the Company. |
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99.1
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Press Release issued by the Company on March 5, 2009, furnished herewith. |