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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): July 1, 2010
VANDA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-34186
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03-0491827 |
(Commission File No.)
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(IRS Employer Identification No.) |
9605 Medical Center Drive
Suite 300
Rockville, Maryland 20850
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (240) 599-4500
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 1, 2010, Vanda Pharmaceuticals Inc. (the Company) announced that, based upon the
recommendation of the Nominating/Corporate Governance Committee of the Board of Directors, the
Board has elected Steven K. Galson, M.D., age 53, as a director, with his initial term expiring at
the Companys 2012 annual meeting of stockholders, effective as of July 1, 2010. In connection
with Dr. Galsons election, and pursuant to the Companys bylaws, the Board has increased the
number of directors to seven.
Dr. Galson is the Senior Vice President for Civilian Health Operations at Science Applications
International Corporation (SAIC), a scientific, engineering and technology applications company.
Prior to joining SAIC, Dr. Galson was the Acting U.S. Surgeon General. Prior to that, Dr. Galson
was the Director of the Food and Drug Administrations Center for Drug Evaluation and Research.
Dr. Galson also held executive positions in the U.S. Environmental Protection Agency, U.S.
Department of Energy and the Centers for Disease Control and Preventions National Institute for
Occupational Safety and Health. Dr. Galson received his Bachelor of Science degree in biochemistry
from the State University of New York at Stony Brook, his Doctor of Medicine degree from the Mt.
Sinai School of Medicine and his Master of Public Health degree from the Harvard School of Public
Health.
Pursuant to the Companys outside director compensation program, Dr. Galson will be granted an
option to purchase 35,000 shares of the Companys common stock at an exercise price equal to the
closing price per share of the common stock on July 1, 2010, the date on which he joins the Board.
Such option will vest in equal monthly installments over a period of four years from the date of
the grant, except that in the event of a change of control the option will accelerate and become
immediately exercisable. Dr. Galson will also receive a $25,000 annual fee and $2,500 for each
Board meeting he attends in person ($1,250 for meetings attended by telephone). In addition, he
will be eligible to receive, upon the conclusion of each annual meeting of stockholders, an option
to purchase 15,000 shares of the Companys common stock. Such annual option will vest in equal
monthly installments over a period of one year from the date of grant, except that in the event of
a change of control the option will accelerate and become immediately exercisable. The outside
director compensation program is described in further detail in the Companys Definitive Proxy
Statement for its 2010 annual meeting of stockholders filed with the Securities and Exchange
Commission on April 28, 2010.
Dr. Galson and the Company will also enter into an indemnification agreement requiring the Company
to indemnify him to the fullest extent permitted under Delaware law with respect to his service as
a director. The indemnification agreement will be in the form entered into with the Companys
other directors and executive officers. This form is filed as Exhibit 10.11 to the Companys
Registration Statement on Form S-1 (File No. 333-130759), as originally filed on December 29, 2005.
The Board has determined that Dr. Galson is an independent director in accordance with applicable
rules of the Securities and Exchange Commission and The Nasdaq Global Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
99.1
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Press release of Vanda Pharmaceuticals Inc. dated July 1, 2010. |
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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VANDA PHARMACEUTICALS INC.
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By: |
/s/ STEPHANIE R. IRISH
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Name: |
Stephanie R. Irish |
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Dated: July 1, 2010 |
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Title: |
Acting Chief Financial Officer,
Secretary and Treasurer |
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exv99w1
Exhibit 99.1
Vanda Pharmaceuticals adds former U.S. Surgeon General,
Steven Galson, to its Board of Directors
ROCKVILLE, MD July 1, 2010 Vanda Pharmaceuticals Inc. (Nasdaq: VNDA), announced today that Dr.
Steven Galson, former Acting U.S. Surgeon General, has joined Vandas Board of Directors.
I would like to personally welcome Dr. Galson to our Board, said Mihael H. Polymeropoulos, M.D.,
President and Chief Executive Officer of Vanda. We are very fortunate to have a public health
physician on our Board as we continue to develop and commercialize important treatments. Dr.
Galsons experience as the former Acting U.S. Surgeon General and Deputy Director and Director of
the Center for Drug Evaluation and Research will add tremendous value to the Board, Dr.
Polymeropoulos added.
Currently, Dr. Galson is the Senior Vice President for the Civilian Health Operation at Science
Applications International Corporation (SAIC). He has also held executive positions in the U.S.
Environmental Protection Agency, U.S. Department of Energy, and the Centers for Disease Control and
Preventions National Institute for Occupational Safety and Health. Dr. Galson graduated from the
State University of New York at Stony Brook where he earned a Bachelor of Science degree in
biochemistry. He later earned a Doctor of Medicine degree from the Mt. Sinai School of Medicine,
and a Master of Public Health degree from the Harvard School of Public Health. A retired rear
admiral from the U.S. Public Health Service Commissioned Corps, Dr. Galson is also board certified
in general preventive medicine, public health, and occupational medicine.
About Vanda Pharmaceuticals Inc:
Vanda Pharmaceuticals Inc. is a biopharmaceutical company focused on the development and
commercialization of clinical-stage products for central nervous system disorders. For more on
Vanda, please visit http://www.vandapharma.com.
Media/Investor Inquiries
Cristina Murphy
Cristina.murphy@vandapharma.com
240-599-4500