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): June 5, 2007
VANDA
PHARMACEUTICALS INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-51863
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03-0491827
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(Commission
File No.)
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(IRS
Employer Identification No.)
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9605
Medical Center Drive
Suite 300
Rockville,
Maryland 20850
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (240)
599-4500
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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. Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
James
B. Tananbaum, M.D., Ph.D. resigned from the registrant’s Board of Directors on
June 5, 2007, effective immediately.
(d)
To
fill the vacancy on the Board created by Dr. Tananbaum’s resignation, and based
upon the recommendation of the registrant’s Nominating/Corporate Governance
Committee, the Board appointed Howard Pien,
age
49,
to the Board as a Class I Director with a term expiring at the 2010 annual
meeting of stockholders. In connection with his appointment to the Board, on
June 5, 2007 Mr. Pien was granted an option to purchase 35,000 shares of the
registrant’s common stock at an exercise price of $21.39 per share. 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. Mr. Pien has been assigned
to serve on the Compensation Committee of the Board in replacement of Dr.
Tananbaum.
Mr.
Pien
and the registrant will also enter into an indemnification agreement requiring
the registrant to indemnify Mr. Pien 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 registrant’s other directors
and executive officers. This form is filed
as
Exhibit 10.11 to the registrant’s Registration Statement on Form S-1
(File No. 333-130759), as originally filed on December 29, 2005.
The
Board
of Directors has determined that Mr. Pien is an independent director in
accordance with applicable rules of the Securities and Exchange Commission
and
the NASDAQ Stock Market.
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 of Vanda Pharmaceuticals Inc. dated June 5, 2007 regarding
the
resignation of James B. Tananbaum, M.D., Ph.D.. from the registrant’s
Board of Directors, and the appointment of Howard Pien to the Board
of
Directors.
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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:
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/s/
STEVEN
A. SHALLCROSS
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Name:
Steven A. Shallcross
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Title:
Senior Vice President, Chief Financial
Officer
and Treasurer
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Dated:
June 5, 2007
For
Immediate Release
Company
Contacts:
Steven
A.
Shallcross
Senior
Vice President & CFO
Vanda
Pharmaceuticals Inc.
(240)
599-4500
steven.shallcross@vandapharma.com
Vanda
Pharmaceuticals Announces Board Changes
ROCKVILLE,
Md.
- June
5, 2007 - / PR Newswire-FirstCall / Vanda Pharmaceuticals Inc. (NASDAQ:
VNDA),
a
biopharmaceutical company focused on the development and commercialization
of
clinical-stage product candidates for central nervous system disorders, today
announced that Howard H. Pien has been appointed to Vanda’s Board of Directors
effective immediately, replacing Dr. James B. Tananbaum who has served as
a
director of Vanda since 2004. In his role as director Mr. Pien will serve
as a
member of the Compensation Committee, also in replacement of Dr.
Tananbaum.
“We
are
pleased to strengthen our Board with a capable executive like Howard,” said
Mihael H. Polymeropoulos, M.D., President and CEO of Vanda. “His broad
pharmaceutical industry experience will provide our company with additional
strategic insight as we advance the development and commercialization of
our
clinical assets.” “I would like to thank Jim Tananbaum for his invaluable
contributions in building our company,” Dr. Polymeropoulos added.
Mr.
Pien
was recently appointed President and Chief Executive Officer and Director
of
Medarex, Inc. He has more than 20 years of industry experience and was most
recently President and Chief Executive Officer of Chiron Corporation until
April
2006 when it was acquired by Novartis. He joined Chiron from GlaxoSmithKline
(formerly SmithKline Beecham), where he first served as President,
Pharmaceuticals for SmithKline Beecham and later as President of
GlaxoSmithKline’s International Pharmaceuticals business. Mr. Pien has also held
positions in sales, market research, licensing and product management at
Abbott
Laboratories and Merck & Co. Mr. Pien earned a B.S. from the Massachusetts
Institute of Technology in 1979 and an M.B.A. from Carnegie-Mellon University
in
1981.
About
Vanda Pharmaceuticals Inc.:
Vanda
Pharmaceuticals Inc. is a biopharmaceutical company focused on the development
and commercialization of clinical-stage product candidates for central nervous
system disorders. The company has three product candidates in clinical
development. Vanda’s lead product candidate, iloperidone, is a compound for the
treatment of schizophrenia and bipolar disorder and has recently completed
its
Phase III program in schizophrenia. Vanda’s second product candidate, VEC-162,
is a compound for the treatment of sleep and mood disorders which is
-1-
currently
in Phase III for insomnia. Vanda’s third product candidate, VSF-173, is a
compound for the treatment of excessive sleepiness that is in a Phase II
clinical trial. For more on Vanda Pharmaceuticals Inc., please visit
www.vandapharma.com.
Note
Regarding Forward-Looking Statements
This
release contains forward-looking statements within the meaning of Section
21E of
the Securities Exchange Act of 1934, as amended. Words such as, but not limited
to, “suggest,” “look forward to,” “believe,” “expect,” “anticipate,” “estimate,”
“intend,” “plan,” “targets,” “likely,” “will,” “may,” “would,” “should,” and
“could,” and similar expressions or words identify forward-looking statements.
Such forward-looking statements are based upon current expectations that
involve
risks, changes in circumstances, assumptions and uncertainties. Important
factors that could cause actual results to differ materially from those
reflected in Vanda’s forward-looking statements include, among others, a failure
of Vanda’s product candidates to be demonstrably safe and effective, a failure
to obtain regulatory approval for the company’s product candidates, a lack of
acceptance of Vanda’s product candidates in the marketplace, a failure of the
company to become or remain profitable, Vanda’s inability to obtain the capital
necessary to fund its research and development activities, a loss of any
of the
company’s key scientists or management personnel, and other factors that are
described in the “Risk Factors” section (Part II, Item 1A) of Vanda’s report on
Form 10-Q for the quarter ended March 31, 2007 (File No. 000-51863). No
forward-looking statements can be guaranteed and actual results may differ
materially from such statements. The information in this release is provided
only as of the date of this release, and Vanda undertakes no obligation to
update any forward-looking statements contained in this release on account
of
new information, future events, or otherwise, except as required by
law.
####
SOURCE
Vanda Pharmaceuticals Inc.
6/05/2007
CONTACT:
Steven A. Shallcross, Senior Vice President, Chief Financial Officer of Vanda
Pharmaceuticals Inc., +1-240-599-4500
Web
site:
http://www.vandapharma.com
(VNDA)
CO:
Vanda
Pharmaceuticals Inc.
-2-