SCMP Sucampo Pharmaceuticals, Inc. (delisted)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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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): December 9, 2015

 

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Sucampo Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-33609	30-0520478
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

805 King Farm Blvd, Suite 550

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

 

(301) 961-3400

(Registrant’s telephone number, including area code)

 

N/A

(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 December 9, 2015, Kei Tolliver resigned as a member of the registrant’s Board of Directors (the “Board”). Ms. Tolliver had served on the Board since May 2013.

 

Item 7.01. Regulation FD Disclosure.

 

On December 15, 2015, the registrant issued a press release announcing a number of changes to its Board of Directors, all to be effective January 1, 2016: (i) the appointment of Peter Greenleaf, the Company’s Chief Executive Officer, as Chairman of the Board, (ii) the appointment of John Johnson as lead independent director and (iii) the appointment of Dan Getman as the chairman of the nominating & corporate governance committee of the Board.

 

A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

	Exhibit
	Number		Exhibit Description
	99.1		Press Release titled “Sucampo CEO Peter Greenleaf Appointed Chairman of the Board” dated December 15, 2015.

 

 

 

 

 

 

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.

 

		SUCAMPO PHARMACEUTICALS, INC.
	By:	/s/ Matthias Alder
Date:  December 15, 2015		Name: Matthias Alder
		Title: Executive Vice President, Business Development and Licensing, General Counsel and Corporate Secretary

 

 

 

 

 

 

 

EXHIBIT INDEX

 

	Exhibit
	Number		Exhibit Description
	99.1		Press Release titled “Sucampo CEO Peter Greenleaf Appointed Chairman of the Board” dated December 15, 2015.

EXHIBIT 99.1

Sucampo CEO Peter Greenleaf Appointed Chairman of the Board of Directors

ROCKVILLE, Md., Dec. 15, 2015 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (Nasdaq:SCMP), a global biopharmaceutical company, today announced that Peter Greenleaf, Chief Executive Officer, has been appointed Chairman of the Board of Directors, effective January 1, 2016. Mr. Greenleaf was appointed Chief Executive Officer of Sucampo in March 2014 and was elected to the Company’s Board at that time.

Mr. Greenleaf succeeds Dan Getman, Ph.D., who had served as Chairman since March 2014.  Dr. Getman, who has served as a director of Sucampo since 2011, will continue on the Board and will serve as Chairman of the nominating & corporate governance committee of the Board. 

Concurrently with Mr. Greenleaf’s appointment as Chairman, John H. Johnson was named Lead Independent Director. Mr. Johnson has served as a director of Sucampo since December 2014 and was chairman of the nominating and corporate governance committee prior to Dr. Getman’s appointment to that role.

“This appointment reflects the Board’s confidence in Peter and underscores his accomplishments as CEO since joining Sucampo last year,” said Mr. Johnson. “Under Peter’s leadership, Sucampo successfully completed the acquisition of R-Tech Ueno, solidified the Company’s revenue base and improved its financial position, creating opportunities for continued growth."

Sucampo also announced that Kei Tolliver has stepped down as a member of the Board.  Ms. Tolliver, Sucampo’s first full-time employee, previously served in several roles with Sucampo from 1998 to 2008 and had served as a director of Sucampo since May 2013.

Mr. Greenleaf said, “I want to thank Dan for his contributions as Chairman, and I would like to congratulate John on his new role. I look forward to Dan and John’s continued leadership and guidance as members of the Board. On behalf of the Board, I would also like to thank Kei for her service to the Company since its inception and her recent contributions as a member of the Board.”

About Sucampo Pharmaceuticals, Inc.

Sucampo Pharmaceuticals, Inc. is focused on the development and commercialization of medicines that meet major unmet medical needs of patients worldwide. Sucampo has one marketed product – AMITIZA – and a pipeline of product candidates in clinical development. A global company, Sucampo is headquartered in Rockville, Maryland, and has operations in Japan, Switzerland and the U.K. For more information, please visit www.sucampo.com.

The Sucampo logo and the tagline, The Science of Innovation, are registered trademarks of Sucampo AG. AMITIZA is a registered trademark of Sucampo AG.

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