Form 8-K Sagent Pharmaceuticals, For: Apr 15
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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 15, 2015
Sagent Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-35144
| Delaware | 98-0536317 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1901 N. Roselle Road, Suite 700, Schaumburg, Illinois 60195
(Address of principal executive offices, including zip code)
(847) 908-1600
(Registrant’s telephone number, including area code)
(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 April 15, 2015, the Board of Directors of Sagent Pharmaceuticals, Inc. (the “Company”) appointed Shlomo Yanai, 63, as a Class I director of the Company, effective immediately. The Board Committees to which Mr. Yanai will be designated have not yet been determined.
Mr. Yanai was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Yanai has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between the Company and Mr. Yanai reportable under Item 404(a) of Regulation S-K.
Mr. Yanai will receive the standard compensation received by non-employee directors. These compensation arrangements are described in the Company’s 2014 Proxy Statement, filed with the SEC on April 30, 2014.
On April 15, 2015, the Board of Directors of the Company appointed Michael Logerfo, 50, as its President, effective immediately. The Board also designated Mr. Logerfo as its principal executive officer.
Mr. Logerfo was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Logerfo has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between Sagent and Mr. Logerfo reportable under Item 404(a) of Regulation S-K.
Mr. Logerfo has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Sagent since March 2012. Prior to that, Mr. Logerfo had served as Corporate Vice President since March 2007, Chief Legal Officer since April 2010, and Secretary since September 2010. From March 2007 to August 2008, Mr. Logerfo served as Chief Operating Officer of the former KSCP joint venture, now Sagent (China) Pharmaceuticals (SCP). From October 1999 to January 2006, Mr. Logerfo held the positions of President and Chief Executive Officer of Flavine Holding Co. and its affiliates, a privately held group engaged in the development and sale of active pharmaceutical ingredients. Mr. Logerfo also has been a lawyer in private practice.
In connection with his appointment as President, Mr. Logerfo’s annual base compensation was increased by $100,000 to $451,900.
Item 8.01 Other Events
On April 16, 2015, the Company issued press releases announcing the appointment of Mr. Yanai to the Board of Directors and Mr. Logerfo as President as described in Item 5.02 above. A copy of those press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being furnished with this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Sagent Pharmaceuticals, Inc. Press Release, dated April 16, 2015. | |
| 99.2 | Sagent Pharmaceuticals, Inc. Press Release, dated April 16, 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.
| SAGENT PHARMACEUTICALS, INC. | ||||||
| Date: April 20, 2015 | /s/ Michael Logerfo | |||||
| Name: | Michael Logerfo | |||||
| Title: | President | |||||
Exhibit 99.1
SAGENT CONTACT:
Jonathon Singer
(847) 908-1605
Shlomo Yanai Joins Sagent Pharmaceuticals Board of Directors
SCHAUMBURG, Ill., April 16, 2015 – Sagent Pharmaceuticals, Inc. (Nasdaq: SGNT), a leader of specialty pharmaceutical products with an emphasis on the injectable market, today announced that Shlomo Yanai has been appointed to its Board of Directors effective April 15, 2015.
“We are delighted to have an industry leader of Shlomo’s caliber join the Board,” said Frank Kung, Chairman of the Board of Sagent. “His extensive knowledge of the global generic pharmaceutical industry and broad strategic experience in helping companies successfully execute aggressive growth strategies will be invaluable to Sagent going forward. We look forward to benefiting from his contributions and advice as we pursue the next stage of our corporate evolution.”
“I have been impressed with Sagent’s unique business model, growth strategy and strong leadership team,” said Shlomo Yanai. “I look forward to working with the Company to build upon its success in the years ahead and help guide it to its next level of performance.”
Mr. Yanai, 63 served as President and Chief Executive Officer of Teva Pharmaceutical Industries Ltd. from 2007 until 2012. Under his leadership Teva grew revenue from $8.4 billion to $18.3 billion and increased earnings from $1.9 billion to $4.4 billion through a combination of organic and external growth programs. Prior to joining Teva, Mr. Yanai was President and CEO of Makhseshim Agan Industries from 2003 till 2006. Mr. Yanai began his career with the Israel Defense Forces, where he retired with the rank of Major General. He is currently the Chairman of the Board of the Cambrex Corporation, Chairman of the Board of Protalix Biotherapeutics, Vice Chairman of the Rothschild Caesarea Foundation and a Board member at Lumenis and Quinpario Acquisition Corp. 2. Mr. Yanai is a graduate of the Harvard Business School’s AMP program (2001), holds a Master’s degree (MPA) from the George Washington University in National Resource Administration (1990). His B.A. cum laude is in Political Science and Economics from Tel Aviv University (1983) and he is a graduate of the U.S. National Defense University- War College (1989).
About Sagent Pharmaceuticals
Sagent Pharmaceuticals, Inc., founded in 2006, is a global specialty pharmaceutical company focused on developing, manufacturing, sourcing and marketing pharmaceutical products, with a specific emphasis
on injectables. Sagent has created a unique, global network of resources, comprising rapid development capabilities, sophisticated manufacturing and innovative drug delivery technologies, resulting in an extensive and rapidly expanding pharmaceutical product portfolio that fulfills the evolving needs of patients.
Forward-Looking Statements
Statements contained in this press release contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact, including our fiscal 2015 guidance, included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give Sagent’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as of the date of this release. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Sagent’s expectations are not predictions of future performance, and future results may substantially differ from current expectations based upon a variety of factors, risks and uncertainties affecting Sagent’s business, including, among others, our reliance upon our business partners for timely supply of sufficient high quality API and finished products in the quantities we require; the difficulty of predicting the timing or outcome of product development efforts and global regulatory approvals; the difficulty of predicting the timing and outcome of any pending litigation including litigation involving third parties that may have an impact on the timing of Sagent’s product launches; the impact of competitive products and pricing and actions by Sagent’s competitors with respect thereto; the timing of product launches; compliance with FDA and other global governmental regulations by Sagent and its third party manufacturers; changes in laws and regulations; our ability to successfully integrate our newly acquired Omega subsidiary; our ability to realize the expected benefits from our acquisition of and investment in our China and Omega subsidiaries; the additional capital investments we will be required to make in our international subsidiaries to achieve their manufacturing potential; the implementation and maintenance of our new enterprise resource planning software and other related applications; and other such risks detailed in Sagent’s periodic public filings with the Securities and Exchange Commission, including but not limited to Sagent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015. Sagent disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law.
###
Exhibit 99.2
SAGENT CONTACT:
Jonathon Singer
(847) 908-1605
Sagent Pharmaceuticals Appoints Michael Logerfo as President
SCHAUMBURG, Ill., April 16, 2015 – Sagent Pharmaceuticals, Inc. (Nasdaq: SGNT), a leader of specialty pharmaceutical products with an emphasis on the injectable market, today announced that its current EVP and Chief Legal Officer Michael Logerfo has been appointed President, effective April 15, 2015.
“Michael has been an integral part of Sagent’s management team since very early in the company’s history,” said Frank Kung, Chairman. “He has played a significant role in the evolution of our unique business model and has developed strong relationships across our supply chain. Michael has been instrumental in advancing many key strategic initiatives and driving the profitable growth of the business. I look forward to working with Michael and the rest of the team as we pursue the next stage of Sagent’s corporate evolution.”
In his new role as President, Mr. Logerfo will lead the Company’s Executive Management Committee, will continue to have primary responsibility over the Company’s strategic business development and legal functions, and will report to the Chairman of the Board.
“I look forward to continuing to work with my colleagues to achieve Sagent’s tremendous potential and create value for all of our stakeholders,” said Michael Logerfo. “We have established an exceptional foundation in the generic injectable market. Today, with favorable industry dynamics, a growing portfolio, an unparalleled product pipeline, and a dedicated team focused on executing our strategy, we are very well positioned to achieve continued growth both organically and through external opportunities.”
Mr. Logerfo, 50, has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Sagent since March 2012. Prior to that, Mr. Logerfo had served as Corporate Vice President since March 2007, Chief Legal Officer since April 2010, and Secretary since September 2010. From March 2007 to August 2008, Mr. Logerfo served as Chief Operating Officer of the former KSCP joint venture, now Sagent (China) Pharmaceuticals (SCP). From October 1999 to January 2006, Mr. Logerfo held the positions of President and Chief Executive Officer of Flavine Holding Co. and its affiliates, a privately held group engaged in the development and sale of active pharmaceutical ingredients. Mr. Logerfo also has been a lawyer in private practice. Mr. Logerfo is admitted to practice law in New York and New Jersey, and he received a BA in Government and a JD from Georgetown University.
About Sagent Pharmaceuticals
Sagent Pharmaceuticals, Inc., founded in 2006, is a global specialty pharmaceutical company focused on developing, manufacturing, sourcing and marketing pharmaceutical products, with a specific emphasis on injectables. Sagent has created a unique, global network of resources, comprising rapid development capabilities, sophisticated manufacturing and innovative drug delivery technologies, resulting in an extensive and rapidly expanding pharmaceutical product portfolio that fulfills the evolving needs of patients.
Forward-Looking Statements
Statements contained in this press release contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact, including our fiscal 2015 guidance, included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give Sagent’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as of the date of this release. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Sagent’s expectations are not predictions of future performance, and future results may substantially differ from current expectations based upon a variety of factors, risks and uncertainties affecting Sagent’s business, including, among others, our reliance upon our business partners for timely supply of sufficient high quality API and finished products in the quantities we require; the difficulty of predicting the timing or outcome of product development efforts and global regulatory approvals; the difficulty of predicting the timing and outcome of any pending litigation including litigation involving third parties that may have an impact on the timing of Sagent’s product launches; the impact of competitive products and pricing and actions by Sagent’s competitors with respect thereto; the timing of product launches; compliance with FDA and other global governmental regulations by Sagent and its third party manufacturers; changes in laws and regulations; our ability to successfully integrate our newly acquired Omega subsidiary; our ability to realize the expected benefits from our acquisition of and investment in our China and Omega subsidiaries; the additional capital investments we will be required to make in our international subsidiaries to achieve their manufacturing potential; the implementation and maintenance of our new enterprise resource planning software and other related applications; and other such risks detailed in Sagent’s periodic public filings with the Securities and Exchange Commission, including but not limited to Sagent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015. Sagent disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law.
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