Sonus Pharmaceuticals Inc - Current report filing (8-K)
November 07 2007 - 4:37PM
Edgar (US Regulatory)
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)
November 1, 2007
SONUS PHARMACEUTICALS, INC.
(Exact name of
Registrant as Specified in Its Charter)
Delaware
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0-26866
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95-4343413
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No)
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22026 20
th
Avenue S.E., Bothell,
Washington 98021
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(Address
of principal executive offices)
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(425) 487-9500
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(Registrants
telephone number, including area code)
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Not Applicable
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(Former
name or former address, if changed since last report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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 2.05 Costs
Associated With Exit or Disposal Activities.
On November 1, 2007, Sonus Pharmaceuticals,
Inc. (the Company) implemented a reduction in workforce (the Reduction in
Workforce) pursuant to which the Companys workforce was reduced by 16
positions, or approximately 25%, leaving the Company with 48 employees. The effective date of the Reduction in
Workforce is November 30, 2007. The
Company undertook the Reduction in Workforce in light of the outcome of its
Phase 3 Pivotal Trial for TOCOSOL Paclitaxel, which was announced in the
Companys press release on September 24, 2007.
These steps were taken in order to conserve cash and preserve the
critical capabilities necessary to pursue the highest priority development programs.
In connection with the Reduction in
Workforce, the Company expects to incur expenses associated with one-time
termination benefits of approximately $1.2 million, including approximately
$1.1 million of severance expenses and $100,000 attributable to the
continuation of medical insurance benefits.
It is currently anticipated that these expenses will be incurred in the
fourth quarter of 2007.
Item 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On
November 5, 2007, the Company received a notice from the NASDAQ Stock Market (NASDAQ)
indicating that for the last 30 consecutive business days, the bid price of the
Companys common stock closed below the minimum $1.00 per share requirement for
continued inclusion under Marketplace Rule 4450(a)(5) (the Rule). Therefore,
in accordance with Marketplace Rule 4450(e)(2), the Company was told that it
has 180 calendar days, or until May 5, 2008, to regain compliance. If, at anytime before May 5, 2008, the bid
price of the Companys common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, the Company understands that NASDAQ
will provide written notification that the Company has achieved compliance with
the Rule. If the Company does not regain
compliance with the Rule by May 5, 2008, the Company understands that NASDAQ
will provide written notification that the Companys common stock will be
delisted. At that time, the Company may
appeal NASDAQs determination to delist its common stock to a NASDAQ Listing
Qualifications Panel. Alternatively, the
Company may apply for listing on the NASDAQ Capital Market if it meets the
initial listing standards, in which case the Company would have an additional
180 days to regain compliance.
The Company issued a press release on November 7,
2007 regarding the notice that it received from NASDAQ. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
In connection with the Reduction in
Workforce, the Companys Principal Accounting Officer, Craig Eudy, will cease
employment with the Company effective as of November 30, 2007. The Companys Chief Financial Officer, Alan
Fuhrman, will assume the Principal Accounting Officer responsibilities as of
November 30, 2007.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits.
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Exhibit 99.1
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Press release issued by
Sonus Pharmaceuticals, Inc. on November 7, 2007.
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2
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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SONUS
PHARMACEUTICALS, INC.
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Date: November 7, 2007
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By:
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/s/ Alan Fuhrman
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Alan Fuhrman
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Senior Vice President and
Chief Financial Officer
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3
Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press
release issued by Sonus Pharmaceuticals, Inc. on November 7, 2007.
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4
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