UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 5, 2012
Sarepta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Oregon | 001-14895 | 93-0797222 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3450 Monte Villa Parkway, Suite 101
Bothell, WA 98021
(Address of principal executive offices, including zip code)
(425) 354-5038
(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 (see General Instruction A.2. below):
| ¨ | 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 November 5, 2012, Sarepta Therapeutics, Inc. (the “Company”) announced via a press release the appointment of Sandesh Mahatme, Senior Vice President, Chief Financial Officer, effective November 5, 2012. In connection with the commencement of his employment, the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of the Company also appointed Mr. Mahatme principal financial officer, replacing Christopher Garabedian in this capacity.
Mr. Mahatme, age 47, joined the Company from Celgene Corporation, a biopharmaceutical company, where from January 2006 to November 2012, he served in various roles, including Senior Vice President of Corporate Development, Corporate Treasurer and Senior Vice President of Tax. While at Celgene, Mr. Mahatme built the treasury and tax functions before establishing the Corporate Development Department, focused on strategic, targeted initiatives including emerging markets, acquisitions and licensing and strategic planning. Prior to working at Celgene, Mr. Mahatme worked for Pfizer Inc., a pharmaceutical company, for eight and a half years in senior roles in Business Development and Corporate Tax. Mr. Mahatme started his career at Ernst & Young LLP where he advised multinational corporations on a broad range of transactions. Mr. Mahatme holds Master of Laws (LL.M.) degrees from Cornell Law School and NYU School of Law and is a member of the New York State Bar Association.
Pursuant to the offer letter entered into by Mr. Mahatme on November 5, 2012 (the “Offer Letter”), he is employed at-will and is entitled to a base annual salary of $425,000 and is eligible to receive an annual bonus of up to 40% of his annual base salary, or $170,000, upon achievement of performance objectives to be determined by the Company’s Chief Executive Officer and the Committee. The maximum annual bonus Mr. Mahatme will be eligible to receive is 150% of his annual target bonus, or $255,000. Mr. Mahatme will also receive initial sign-on bonuses of $130,000 payable within 30 days of the commencement of his employment and $30,000 payable on the first regularly scheduled payroll on or after March 15, 2013, which, in each case, must be repaid if his employment with the Company terminates for any reason on or before November 5, 2013.
After receiving a recommendation from the Company, in accordance with the Offer Letter, the Committee granted Mr. Mahatme an option to purchase 150,000 shares of the Company’s common stock and stock appreciation rights with respect to 100,000 shares of the Company’s common stock on November 5, 2012 at an exercise price equal to the last reported sale price of the Company’s common stock on November 5, 2012. One-fourth of the shares underlying Mr. Mahatme’s option and stock appreciation rights will vest on November 5, 2013 and 1/48th of the shares underlying Mr. Mahatme’s option and stock appreciation rights will vest on each monthly anniversary of the commencement of his employment thereafter, such that the shares underlying the option will be fully vested on November 5, 2016, in each case, subject to Mr. Mahatme’s employment on such anniversary dates.
Mr. Mahatme will also be eligible to enter into the Company’s standard Change in Control and Severance Agreement and to participate in the Company’s employee benefit plans, policies and arrangements applicable to other executive officers generally. Mr. Mahatme will be reimbursed for documented relocation expenses that are incurred within twelve months of the commencement of his employment up to a maximum of $50,000 in the aggregate and corporate housing expenses for up to twelve months following the commencement of his employment, all of which must be repaid if Mr. Mahatme terminates his employment with the Company for any reason on or before November 5, 2014.
The foregoing description of the Offer Letter is only a summary of its material terms and does not purport to be complete. A copy of the Offer Letter will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012.
In connection with his appointment, Mr. Mahatme entered into a standard indemnification agreement in the form previously approved by the Board.
A copy of the press release of the Company announcing Mr. Mahatme’s appointment is attached to this Report as Exhibit 99.1.
| Item 8.01 | Other Events. |
On November 5, 2012, the Company announced via a press release the appointment of David Tyronne Howton, Senior Vice President, General Counsel, effective November 5, 2012.
In connection with his appointment, Mr. Howton executed an offer letter and a standard indemnification agreement in the form previously approved by the Board. A copy of Mr. Howton’s offer letter will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012.
A copy of the press release of the Company announcing Mr. Howton’s appointment is attached to this Report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release dated November 5, 2012. | |
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.
| Sarepta Therapeutics, Inc. | ||||||
| By: | /s/ Christopher Garabedian | |||||
| Christopher Garabedian | ||||||
| President and Chief Executive Officer | ||||||
Date: November 5, 2012
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release dated November 5, 2012. | |
Exhibit 99.1
Sarepta Investor and Media Contact:
Erin Cox
425.354.5140
ecox@sareptatherapeutics.com
Sarepta Therapeutics Names Sandy Mahatme Senior Vice President, Chief Financial Officer and Ty Howton Senior Vice President, General Counsel
CAMBRIDGE, MA, November 5, 2012 — Sarepta Therapeutics, Inc. (NASDAQ: SRPT), a developer of innovative RNA-based therapeutics, announced the appointment of Sandesh “Sandy” Mahatme, senior vice president, chief financial officer, and David Tyronne “Ty” Howton, senior vice president, general counsel, effective today.
“Both Sandy and Ty bring a considerable breadth of experience to Sarepta gained from their senior roles at industry-leading biotechs,” said Chris Garabedian, Sarepta’s president and CEO. “They provide tremendous strength to Sarepta’s executive team in dealing with the financial, legal, and corporate development activities associated with a growth biotech company as we bring eteplirsen through late-stage development and commercialization.”
Mr. Mahatme joins Sarepta from Celgene Corporation where he served in various roles including senior vice president of Corporate Development, Corporate Treasurer and senior vice president of Tax since 2006. While at Celgene, Mr. Mahatme was instrumental in building Celgene’s Treasury and Tax functions before establishing the Corporate Development department, focused on strategic, targeted initiatives including emerging markets, acquisitions and licensing and strategic planning. Prior to Celgene, Mr. Mahatme worked for Pfizer Inc. for eight and a half years in senior roles in Business Development and Corporate Tax. Mr. Mahatme started his career at Ernst & Young where he advised multinational corporations on a broad range of transactions. Mr. Mahatme holds Master of Laws (LL.M.) degrees from Cornell Law School and NYU School of Law and is a member of the New York State Bar Association.
Mr. Mahatme commented, “Sarepta has great potential to build a successful independent biotech company on the strength of eteplirsen for Duchenne muscular dystrophy and I will be focused on ensuring that the company is well positioned financially to advance the program forward.”
Mr. Howton joins Sarepta from Vertex Pharmaceuticals where he was the senior vice president, chief legal officer and a member of the executive team. In that capacity, Mr. Howton participated in the general management of the company and oversaw all aspects of the Vertex global legal and compliance departments. Prior to his appointment as chief legal officer in 2011, Mr. Howton served as the chief compliance officer and was responsible for designing and implementing the Vertex corporate compliance program as well as chairing the company’s Corporate Compliance Committee. Mr. Howton joined Vertex in 2009 from Genentech where he served in a number of legal roles before becoming the company’s chief healthcare compliance officer. Prior to joining Genentech Inc. in 2003, Mr. Howton was a member of the Sidley Austin LLP corporate healthcare practice where he advised on corporate transactions involving life science companies and provided regulatory counsel. Mr. Howton holds a B.A. from Yale University and a J.D. from Northwestern University School of Law.
Mr. Howton commented, “I’m excited to become a part of the Sarepta management team and to prepare the company for further success with its proprietary RNA technology platform. There is the potential to build a pipeline of additional products and to facilitate partnerships across a variety of disease areas.”
About Sarepta Therapeutics
Sarepta Therapeutics is focused on developing first-in-class RNA-based therapeutics to improve and save the lives of people affected by serious and life-threatening rare and infectious diseases. Sarepta’s diverse pipeline includes its lead program eteplirsen, for Duchenne muscular dystrophy, as well as potential treatments for some of the world’s most lethal infectious diseases. Sarepta aims to build a leading, independent biotech company dedicated to translating its RNA-based science into transformational therapeutics for patients who face significant unmet medical needs. For more information, please visit us at www.sareptatherapeutics.com.
Forward-Looking Statements and Information
In order to provide Sarepta’s investors with an understanding of its current results and future prospects, this press release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements about the development of Sarepta’s product candidates, the expected timing of results from the extension study of eteplirsen, the potential for the creation of novel dystrophin to lead to clinically meaningful benefits over a longer course of treatment with eteplirsen and Sarepta’s estimates regarding its future revenue and expenses and expectations regarding future success, revenue and funding from government and other sources.
These forward-looking statements involve risks and uncertainties, many of which are beyond Sarepta’s control. Known risk factors include, among others: clinical trials may not demonstrate safety and efficacy of any of Sarepta’s drug candidates and/or Sarepta’s antisense-based technology platform; development of any of Sarepta’s drug candidates may not result in funding from the U.S. government in the anticipated amounts or on a timely basis, if at all; and any of Sarepta’s drug candidates may fail in development, may not receive required regulatory approvals, or be delayed to a point where they do not become commercially viable.
Any of the foregoing risks could materially and adversely affect Sarepta’s business, results of operations and the trading price of Saretpa’s common stock. For a detailed description of risks and uncertainties Sarepta faces, you are encouraged to review the official corporate documents filed with the Securities and Exchange Commission. Sarepta does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.