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This excerpt taken from the ABII 8-K filed Feb 5, 2010.

(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.

The board of directors of Abraxis BioScience, Inc. (the “Company”) appointed Mitchell K. Fogelman, who succeeds Richard Rodgers, as the principal financial officer of the Company and its wholly-owned operating subsidiary, Abraxis BioScience, LLC, all effective February 3, 2010. Mr. Fogelman joined Abraxis BioScience in October 2009 as Senior Vice President of Finance. Prior to Abraxis BioScience, Mr. Fogelman served as Senior Vice President of Finance, Chief Financial Officer and Treasurer of CytRx Corporation, a Nasdaq-listed biopharmaceutical research and development company, from September 2007 to December 2008. From 1982 to 2007, Mr. Fogelman worked at International Aluminum Corporation, a NYSE-listed manufacturer of commercial and residential building products, last serving as Senior Vice President-Finance, Chief Financial Officer and Corporate Secretary from June 2000 to August 2007. Mr. Fogelman is a CPA who worked at PricewaterhouseCoopers LLP from 1975 to 1982. He earned his M.B.A. in finance and quantitative analysis from the Anderson School of Management at the University of California, Los Angeles, and his B.A. degree in mathematics from the University of California, Los Angeles. No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Fogelman, on the one hand, and any of the Company’s directors or executive officers, on the other hand.


This excerpt taken from the ABII 8-K filed Jan 28, 2010.

(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.

The board of directors of Abraxis BioScience, Inc. (the “Company”) appointed Bruce Wendel as Vice Chairman of the board of directors and Chief Executive Officer of the Company and its wholly-owned operating subsidiary, Abraxis BioScience, LLC, all effective January 27, 2010. Mr. Wendel succeeds Leon O. Moulder, Jr., who resigned on January 27, 2010 to pursue other opportunities.

Bruce Wendel has served as a member of the Company’s board of directors since December 2009 and as the Company’s executive vice president of corporate operations and development since the separation in November 2007. Mr. Wendel previously served as executive vice president of corporate development at old Abraxis BioScience from March 2006 to the date of the separation. Mr. Wendel joined American Pharmaceutical Partners in 2004 as vice president of corporate development. He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to business and corporate development. Before joining APP, he served as vice president, business development & licensing for IVAX Corporation. Previously, Mr. Wendel served in the legal departments of Playtex and Combe. Mr. Wendel serves as a director of ProMetic Life Sciences Inc. He earned a juris doctorate degree from Georgetown University Law School where he was an editor of Law & Policy in International Business, and a B.S. from Cornell University.

No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Wendel, on the one hand, and any of the Company’s directors or executive officers, on the other hand.


This excerpt taken from the ABII 8-K filed Dec 15, 2009.

(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 10, 2009, following the 2009 Annual Meeting of Stockholders, the board of directors of Abraxis BioScience, Inc. (the “Company”) appointed Michael S. Sitrick and Bruce Wendel as members of the board of directors.

Michael S. Sitrick is the chairman and chief executive officer of Sitrick Brincko LLC, a wholly-owned subsidiary of Resources Connection, Inc. Sitrick Brincko is a strategic communications, corporate advisory and restructuring firm and is also the successor firm to Sitrick And Company, one of the nation’s leading strategic public relations firms. Prior to forming Sitrick and Company in 1989, Mr. Sitrick served as senior vice president—communications for Wickes Companies, Inc. and a member of that company’s senior management group from 1981 to 1989. Before joining Wickes, Mr. Sitrick headed corporate communications and advertising for National Can Corporation, was a Group Supervisor for a Chicago public relations firm and served as an assistant director of public information in the Richard J. Daley administration in Chicago. Mr. Sitrick previously served as a director of old Abraxis BioScience from August 2006 until November 2007 when that company was separated into two independent public companies—the current Abraxis BioScience and APP Pharmaceuticals, Inc.—and as a director of APP Pharmaceuticals from November 2007 until September 2008 when that company was sold to Fresenius SE. He holds a B.S. degree in business administration and journalism from the University of Maryland, College Park.

Bruce Wendel has served as the Company’s executive vice president of corporate operations and development since the separation in November 2007. Mr. Wendel previously served as executive vice president of corporate development at old Abraxis BioScience from March 2006 to the date of the separation. Mr. Wendel joined American Pharmaceutical Partners in 2004 as vice president of corporate development. He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to business and corporate development. Before joining APP, he served as vice president, business development & licensing for IVAX Corporation. Previously, Mr. Wendel served in the legal departments of Playtex and Combe. Mr. Wendel serves as a director of He earned a juris doctorate degree from Georgetown University Law School where he was an editor of Law & Policy in International Business, and a B.S. from Cornell University.

As a non-employee director, in connection with his appointment to the board of directors, Mr. Sitrick was granted an option to purchase 10,000 shares of the Company’s common stock with an exercise price of $38.08, the closing price on the December 10, 2009 grant date. The Company also engaged Sitrick and Company and its successor to provide public relations services in 2008 and 2009 for which the Company paid approximately $365,000. Michael Sitrick was the majority owner of Sitrick and Company prior to its acquisition by Sitrick Brincko in November 2009.

No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Sitrick or Mr. Wendel, on the one hand, and any of the Company’s directors or executive officers, on the other hand.

 


This excerpt taken from the ABII 8-K filed Nov 5, 2009.

(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 2.02 Results of Operations and Financial Condition.

On November 5, 2009, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the three and nine months ended September 30, 2008 and 2009. A copy of the press release is furnished (but not filed) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), the Company presented certain non-GAAP financial measures, including adjusted net (loss) income for common shareholders and adjusted net (loss) income per share. Adjusted net (loss) income for common shareholder and adjusted net (loss) income per share are defined as net (loss) income for common shareholders and net (loss) income (loss) per share, respectively, in each case excluding amortization of acquired intangible assets, litigation costs, acquired in-process research and development, impairment charge, realized loss on marketable securities and non-cash stock-based compensation expense. The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to investors in understanding the underlying operating performance of the Company and facilitates additional analysis by investors. The Company also uses these non-GAAP financial measures internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures presented by the Company may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance calculated in accordance with GAAP. A reconciliation of GAAP net (loss) income to adjusted net income (loss) for common shareholders and per share reconciliation is included in the press release.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

99.1    Press release issued by Abraxis BioScience, Inc., dated November 5, 2009


This excerpt taken from the ABII 8-K filed Aug 12, 2009.

(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 August 7, 2009, Edward Geehr resigned as Executive Vice President of Operations of Abraxis BioScience, Inc. (the “Company”) and its wholly-owned operating subsidiary Abraxis BioScience, LLC. On August 11, 2009, the compensation committee of the board of directors of the Company approved an increase to the annual base salaries of Patrick Soon-Shiong (Executive Chairman) and Bruce Wendel (Executive Vice President of Corporate Operations and Development) to $982,800 and $446,250, respectively, in each case effective as of July 6, 2009.


This excerpt taken from the ABII 8-K filed Aug 6, 2009.

(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 2.02 Results of Operations and Financial Condition.

On August 6, 2009, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the three and six months ended June 30, 2008 and 2009. A copy of the press release is furnished (but not filed) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), the Company presented certain non-GAAP financial measures, including adjusted net (loss) income for common shareholders and adjusted net (loss) income per share. Adjusted net (loss) income for common shareholder and adjusted net (loss) income per share are defined as net (loss) income for common shareholders and net (loss) income (loss) per share, respectively, in each case excluding amortization of intangible assets, litigation costs, acquired in-process research and development, realized loss on marketable securities and non-cash stock-based compensation expense. The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to investors in understanding the underlying operating performance of the Company and facilitates additional analysis by investors. The Company also uses these non-GAAP financial measures internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures presented by the Company may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance calculated in accordance with GAAP. A reconciliation of GAAP net (loss) income to adjusted net income (loss) for common shareholders and per share reconciliation is included in the press release.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit

  

Description

99.1    Press release issued by Abraxis BioScience, Inc., dated August 6, 2009


This excerpt taken from the ABII 8-K filed Jul 15, 2009.

(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 July 9, 2009, the board of directors of Abraxis BioScience, Inc. (the “Company”) appointed (i) Rick Rodgers as Senior Vice President and Chief Financial Officer of the Company and its wholly-owned operating subsidiary, Abraxis BioScience, LLC effective July 9, 2009 and (ii) Mary Lynne Hedley, Ph.D. as Executive Vice President of Operations and Chief Scientific Officer effective July 13, 2009. Mr. Rodgers succeeds David O’Toole, who will remain with the Company for an interim period in order to facilitate an orderly transition.

Mr. Rodgers joined the Company in June 2009 as Senior Vice President, Finance and Administration. Mr. Rodgers most recently was Senior Vice President, Controller and Chief Accounting Officer of MGI Pharma until the company’s acquisition by Eisai Corporation in 2008. In 2003, Mr. Rodgers was Corporate Controller of MedSource Technologies. Prior to that, he held various senior positions at ADC Telecommunications Inc. from 1997 to 2003, last serving as Assistant Corporate Controller. Mr. Rodgers also was Controller for Supercycle, Inc. from 1996 to 1997, United Microlabs, Inc. from 1994 to 1996 and Midwest Stone Management from 1992 to 1994. He began his financial career in accounting at Arthur Anderson & Co. in 1989. Mr. Rodgers earned his bachelor of science degree in Financial Accounting from St. Cloud State University, Minn., and his master of business administration degree in Finance from the University of Minnesota, Carlson School of Business.

Dr. Hedley most recently served as Executive Vice President of Eisai Corporation of North America following Eisai’s acquisition in 2008 of MGI Pharma, Inc. where she had served as Executive Vice President and Chief Scientific Officer since 2005. She joined MGI Pharma in 2004 as Senior Vice President and General Manager. Previously, Dr. Hedley co-founded ZYCOS, Inc., a biotechnology company, and held roles of progressively greater responsibility ultimately leading to her serving as the company’s President and Chief Executive Officer. Dr. Hedley’s early research career consisted of two consecutive postdoctoral fellowships at Harvard University from 1989 through 1996. She earned her bachelor of science degree in Microbiology from Purdue University and her doctorate degree in Immunology from the University of Texas, Southwestern Medical Center.

No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Rodgers or Dr. Hedley, on the one hand, and any of the Company’s directors or executive officers, on the other hand.

Under the terms of their offer letters, Dr. Hedley and Mr. Rodgers will receive an annual base salary of $440,000 and $340,000, respectively, and they will be eligible to participate in the bonus plan designed for other employees. Dr. Hedley’s and Mr. Rodger’s target bonus will be 50% and 45%, respectively, of base salary. Mr. Rodger’s offer letter also provides that he will (i) receive a signing bonus payment of $35,000 and (ii) be reimbursed for relocation costs and expenses up to $50,000. Dr. Hedley’s offer letter provides that she will receive a signing bonus payment of $50,000. If Dr. Hedley or Mr. Rodgers voluntarily terminates their employment (other than for “Good Reason”) or is terminated for “Cause” during their first year of employment, they have agreed to repay their signing bonus and relocation costs, as applicable.

In the event that Dr. Hedley’s or Mr. Rodger’s employment is terminated (i) by the Company without “Cause,” or (ii) by them for “Good Reason,” in each case prior to the consummation of a change of control “Transaction,” then Dr. Hedley and Mr. Rodgers, as applicable, will be entitled to receive a lump sum payment equal to eighteen months of their then-current annual base salary plus a prorated target bonus for the year in which termination occurs. In addition, any equity awards held by Dr. Hedley and Mr. Rodgers, as applicable, would accelerate with respect to an additional 25% of the underlying shares. In the event of a “Transaction,” each of Dr. Hedley and Mr. Rodgers will be entitled to receive a lump sum bonus payment equal to eighteen months of his/her then-current annual base salary plus a prorated target bonus for the year in which “Transaction” occurs. In addition, any equity awards would accelerate and vest in full upon any such Transaction.

In connection with his employment, Mr. Rodgers was granted on July 13, 2009 (i) an option to purchase 20,000 shares of the Company’s common stock, which options vest in four equal annual installments beginning on June 22, 2010, the first anniversary of the vesting commencement date, and have an exercise price equal to $31.82, the closing price on the July 13, 2009 grant date and (ii) 15,000 restricted stock units, which vest in four equal annual installments beginning on June 22, 2010. In connection with her employment, Dr. Hedley was granted on July 13, 2009 (i) an option to purchase 50,000 shares of the Company’s common stock, which options vest in four equal annual installments beginning on July 13, 2010, the first anniversary of the vesting commencement date, and have an exercise price equal to $31.82, the closing price on the July 13, 2009 grant date and (ii) 25,000 restricted stock units, which vest in four equal annual installments beginning on July 13, 2010.


This excerpt taken from the ABII 10-Q filed May 19, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

(Do not check if a smaller reporting company)            

Indicate by check mark whether the registrant is a shell company (as determined by rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 30, 2009, the registrant had 40,117,909 shares of $0.001 par value common stock outstanding.

 

 

 


This excerpt taken from the ABII 10-Q filed May 8, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

(Do not check if a smaller reporting company)            

Indicate by check mark whether the registrant is a shell company (as determined by rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 30, 2009, the registrant had 40,117,909 shares of $0.001 par value common stock outstanding.

 

 

 


Table of Contents
This excerpt taken from the ABII 8-K filed May 7, 2009.

(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 2.02 Results of Operations and Financial Condition.

On May 7, 2009, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the three months ended March 31, 2008 and 2009. A copy of the press release is furnished (but not filed) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), the Company presented certain non-GAAP financial measures, including adjusted net income (loss) for common shareholders and adjusted net income (loss) per share. Adjusted net income (loss) for common shareholder and adjusted net income (loss) per share are defined as net income (loss) for common shareholders and net income (loss) per share, respectively, in each case excluding amortization of acquired intangible assets, realized loss on marketable securities and the impact of non-cash stock compensation expense. The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to investors in understanding the underlying operating performance of the Company and facilitates additional analysis by investors. The Company also uses these non-GAAP financial measures internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures presented by the Company may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance calculated in accordance with GAAP. A reconciliation of GAAP net income (loss) for common shareholders to adjusted net income (loss) for common shareholders is included in the press release.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

99.1    Press release issued by Abraxis BioScience, Inc., dated May 7, 2009


This excerpt taken from the ABII 8-K filed May 1, 2009.

(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.

Effective April 29, 2009, the board of directors of Abraxis BioScience, Inc. (the “Company”) appointed Leon (Lonnie) O. Moulder, Jr. as Vice Chairman of the board of directors, President and Chief Executive Officer of the Company and as President and Chief Executive Officer of the Company’s wholly-owned operating subsidiary, Abraxis BioScience, LLC, and the Abraxis Oncology division. Mr. Moulder succeeds Patrick Soon-Shiong, M.D., who has assumed the role of Executive Chairman of the Company and Chief Executive Officer of Abraxis Health.

Mr. Moulder comes to the Company from Eisai Corporation of North America, where he served as vice chairman from January 2008 until January 2009, when Eisai acquired MGI PHARMA, INC., where he served as president and chief executive officer since May 2003. Mr. Moulder joined MGI PHARMA in September 1999 as executive vice president and was promoted to president and chief operating officer in May 2002. Prior to MGI PHARMA, he was a member of the founding management team and vice president, business development & commercial affairs of Eligex, Inc., a venture-stage biomedical company, from October 1997 to September 1999. Prior to that, Mr. Moulder served for 16 years in a number of commercial roles for Hoechst Marion Roussel (now Sanofi Aventis) and its predecessor companies. He began his career as a clinical pharmacist. Mr. Moulder was previously a board member of the Biotechnology Industry Organization (BIO) and is a member of the Board of Visitors of the Temple University school of pharmacy. He earned a bachelor of science degree in pharmacy from Temple University and a master of business administration degree from the University of Chicago.

No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Moulder and any of the Company’s directors or executive officers.

Under the terms of his employment agreement, Mr. Moulder will receive an annual base salary of $650,000, subject to annual review by the Company’s board of directors, and will be eligible to participate in the bonus plan designed for other executive officers. Mr. Moulder’s target bonus will be no less than 75% of his base salary. The agreement also provides that Mr. Moulder will (i) receive a signing bonus payment of $100,000 and (ii) be reimbursed for relocation costs and expenses up to $50,000. If Mr. Moulder voluntarily terminates his employment or is terminated for “Cause” during his first year of employment, he has agreed to repay the signing bonus and relocation costs.

In the event that Mr. Moulder’s employment is terminated (i) by the Company without “Cause,” or (ii) by him for “Good Reason,” then Mr. Moulder will be entitled to receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) a lump sum payment equal to his then-current annual base salary plus a prorated target bonus for the year in which termination occurs. In addition, any equity awards held by Mr. Moulder would accelerate with respect to an additional 25% of the underlying shares. In the event Mr. Moulder is terminated (i) by the Company without “Cause,” or (ii) by him for “Good Reason” within 24 months following a transaction in which the holders of our voting stock cease to beneficially own more than 50% of the voting capital stock of the Company or a successor following such transaction, or the Company sells all or substantially all of its assets, then Mr. Moulder will receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) a lump sum payment equal to two times his then-current base salary, plus two times his annual target bonus, plus a prorated target bonus for the year in which the termination occurs. Any equity awards would accelerate and vest in full upon any such change of control transaction.

In connection with his employment, Mr. Moulder was granted on April 29, 2009 (i) an option to purchase 200,000 shares of the Company’s common stock, which options vest in four equal annual installments beginning on April 29, 2010, the first anniversary of the grant date, and have an exercise price equal to $47.46, the closing price on the April 29, 2009 grant date, (ii) 50,000 restricted stock units, which vest in four equal annual installments beginning on April 29, 2010, and (iii) 200,000 restricted stock units, which vest solely upon the satisfaction of certain performance criteria.


This excerpt taken from the ABII 8-K filed Apr 13, 2009.

(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 1.01 Entry Into a Material Definitive Agreement.

On April 7, 2009, Abraxis BioScience, LLC (“Abraxis”), the wholly-owned operating subsidiary of Abraxis BioScience, Inc., entered into an agreement of purchase and sale and joint escrow instructions (the “Agreement”) with 3300 Hyland I, LLC, a Delaware limited liability company (“Seller”), under which Abraxis agreed to purchase certain real property located at 3300 Hyland Avenue in Costa Mesa, California for an aggregate purchase price of $30.5 million, including $1 million which has been deposited into escrow. The acquisition will include a 15 acre site with an approximately 180,000 square foot three-story building, including approximately 70,000 square feet of laboratory space. Consummation of the transaction is subject to customary closing conditions, including delivery of satisfactory title.


This excerpt taken from the ABII 8-K filed Mar 3, 2009.

(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))

 

 

 


This excerpt taken from the ABII 8-K filed Feb 9, 2009.

(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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 3, 2009, the Compensation Committee of the Board of Directors of Abraxis BioScience, Inc. (the “Company”) approved bonuses to the Company’s executive officers pursuant to a corporate bonus plan for fiscal year 2008 (the “Bonus Plan”). Under the terms of the Bonus Plan, 60% of the total bonus to be paid to each executive officer will be paid in cash with the balance in restricted stock units. The bonuses awarded to the Company’s executive officers were as follows

 

Name and Title

   Cash
Portion
of Bonus
   Restricted
Stock Unit
Awards(1)

Patrick Soon-Shiong, Chief Executive Officer

   $ 567,000    5,641

David O’Toole, Executive Vice President, Chief Financial Officer

   $ 124,800    1,241

Bruce Wendel, Executive Vice President, Corporate Operations and Development

   $ 145,350    1,446

Edward Geehr, Executive Vice President of Operations

   $ 30,600    304

 

(1) Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock. The restricted stock units vested as to 25% on the date of grant, with the balance vesting in two equal installments on January 15, 2010 and January 15, 2011.


This excerpt taken from the ABII 8-K filed Jan 8, 2009.

(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 1.02 Termination of a Material Definitive Agreement.

On January 2, 2009, in accordance with the terms and conditions of the November 19, 2008 agreement between Abraxis BioScience, LLC (“Abraxis”), the wholly-owned operating subsidiary of Abraxis BioScience, Inc. (“Registrant”), and AstraZeneca UK Limited (“AstraZeneca”), the board of directors of Registrant approved re-acquiring the exclusive rights to market ABRAXANE® in the United States, thereby ending the Co-Promotion and Strategic Marketing Services Agreement between Abraxis and AstraZeneca effective January 2, 2009.


This excerpt taken from the ABII 8-K filed Nov 24, 2008.

(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 1.01 Entry Into a Material Definitive Agreement.

On November 19, 2008, Abraxis BioScience, LLC (“Abraxis”), the wholly-owned operating subsidiary of Abraxis BioScience, Inc. (“Registrant”), entered into an agreement (the “Agreement”) with AstraZeneca UK Limited (“AstraZeneca”) under which, subject to the satisfaction of the terms and conditions thereof, Abraxis would re-acquire exclusive rights to market ABRAXANE® in the United States.

Under the Agreement, the Co-Promotion and Strategic Marketing Services Agreement between Abraxis and AstraZeneca (the “Co-Promotion Agreement”) will end effective on the date between January 1, 2009 and January 5, 2009 on which the board of directors of Registrant may approve ending the Co-Promotion Agreement and notice thereof has been timely received by AstraZeneca. If Registrant’s board of directors so approves ending the Co-Promotion Agreement, then Abraxis will pay AstraZeneca a $268 million fee. If Registrant’s board of directors does not so approve, then the Co-Promotion Agreement will continue with an amended 50% commission.


This excerpt taken from the ABII 10-Q filed Nov 14, 2008.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨

(Do not check if a smaller reporting company)            

Indicate by check mark whether the registrant is a shell company (as determined by rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of October 31, 2008, the registrant had 40,063,780 shares of $0.001 par value common stock outstanding.

 

 

 


Table of Contents
This excerpt taken from the ABII 8-K filed Nov 14, 2008.

(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 2.02 Results of Operations and Financial Condition.

On November 14, 2008, Abraxis BioScience, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the three and nine months ended September 30, 2008. A copy of the press release is furnished (but not filed) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), the Company presented certain non-GAAP financial measures, including adjusted net income and adjusted net income per share. Adjusted net income and adjusted net income per share are defined as net income and net income per share, respectively, in each case excluding acquired in-process research and development charge, amortization of acquired intangible assets, litigation costs, impairment charge, pre-launch costs associated with the Company’s Phoenix manufacturing facility, realized loss on marketable securities and non-cash stock compensation expense. The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to investors in understanding the underlying operating performance of the Company and facilitates additional analysis by investors. The Company also uses these non-GAAP financial measures internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures presented by the Company may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance calculated in accordance with GAAP. A reconciliation of GAAP net income to adjusted net income is included in the press release.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit

  

Description

99.1    Press release issued by Abraxis BioScience, Inc., dated November 14, 2008


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