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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): April 27, 2011
BioCryst Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-23186
(Commission
File Number)
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62-1413174
(IRS Employer
Identification No.) |
4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code): (919) 859-1302
(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:
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 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2011, the Board of Directors of BioCryst Pharmaceuticals, Inc. (the Company) elected
Peder Jensen, M.D. to the Companys Board of Directors effective May 3, 2011. On April 28, 2011,
Beth C. Seidenberg, M.D. tendered her resignation from the Board of Directors effective May 12,
2011, following the Companys Annual Meeting of Stockholders. The Company issued a news release
reporting these matters on May 3, 2011, and a copy of the news release is furnished as Exhibit 99.1
hereto.
The Companys Board of Directors has appointed Dr. Jensen to serve on its Compensation and
Corporate Governance and Nominating Committees. Dr. Seidenberg has served on the Compensation and
Corporate Governance and Nominating Committees of the Companys Board of Directors.
Pursuant to the Companys Stock Incentive Plan, Dr. Jensen will receive an automatic grant of 2,083
stock options upon election, and will be entitled to a grant of 15,000 stock options after each
annual stockholders meeting. Dr. Jensen will receive compensation consistent with the Companys
director compensation policy as described in the Companys proxy
statement for its 2011 Annual
Meeting of Stockholders.
Item 7.01 Regulation FD Disclosure
The information furnished on Exhibit 99.1 is incorporated by reference under this Item 7.01 as if
fully set forth herein.
The information furnished is not deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press release dated May 3, 2011 entitled BioCryst
Pharmaceuticals Announces Changes to its Board of Directors |
SIGNATURE
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 thereunto duly authorized.
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BioCryst Pharmaceuticals, Inc.
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By: |
/s/ Alane Barnes
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Name: |
Alane Barnes |
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Title: |
General Counsel, Corporate Secretary |
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Date: May 3, 2011
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press release dated May 3, 2011 entitled BioCryst
Pharmaceuticals Announces Changes to Its Board of Directors |