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): October 23, 2007

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-51863 (Commission File No.)		03-0491827 (IRS Employer Identification No.)

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

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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.

(c) On October 23, 2007, Vanda Pharmaceuticals Inc. (the “Company”) announced the appointment of Al Gianchetti, age 42, as the Company’s Senior Vice President and Chief Commercial Officer, effective as of October 25, 2007.

     Prior to joining the Company, Mr. Gianchetti spent more than 18 years at GlaxoSmithKline, most recently as its Vice President, Global Commercial Strategy.

     The terms of Mr. Gianchetti’s employment include (1) an annual base salary of $295,000; (2) a signing bonus of $100,000; (3) a bonus of $35,000 upon the completion of one year of continuous service with the Company; (4) an annual incentive bonus equal to 25% of his then-current base salary; (5) an option to purchase 90,000 shares of the Company’s common stock at an exercise price of $16.24 per share, which option will vest with respect to 25% of the shares after the first 12 months of continuous service and with respect to the remaining shares in equal monthly installments over the next three years of continuous service, except that the vested portion of the option shall accelerate by adding 24 months to Mr. Gianchetti’s actual period of service under certain circumstances following a change in control of the Company; and (5) a restricted stock grant of 3,000 shares of the Company’s common stock, which shares will vest in four equal annual installments, subject to the same acceleration provisions as are contained in the option. The equity awards were granted pursuant to the Company’s 2006 Equity Incentive Plan.

     Mr. Gianchetti and the Company will also enter into an indemnification agreement requiring the Company to indemnify Mr. Gianchetti to the fullest extent permitted under Delaware law with respect to his service as an officer. The indemnification agreement will be in the form entered into with the Company’s other executive officers. This form is filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-130759), as originally filed on December 29, 2005.

     A copy of the press release announcing Mr. Gianchetti’s hiring is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b) On October 24, 2007, the employment of Thomas Copmann, Ph.D., the Company’s Vice President for Regulatory Affairs, terminated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of Vanda Pharmaceuticals Inc. dated October 23, 2007 announcing the appointment of Al Gianchetti as the Company’s Senior Vice President and Chief Commercial Officer.

SIGNATURE

     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.

Dated: October 26, 2007

Press Release

Vanda Pharmaceuticals Hires Chief Commercial Officer

ROCKVILLE, Md., Oct. 23 /PRNewswire-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 Al Gianchetti will join the Company as Senior Vice President and Chief Commercial Officer effective October 25, 2007. Mr. Gianchetti joins Vanda with more than 18 years of experience in commercial roles at GlaxoSmithKline. Most recently, he held the position of Vice President, Global Commercial Strategy, where he was responsible for the global launches of Levitra(R) and Avodart(R). Prior to this role he was a Regional Vice President in the largest U.S. sales region within GSK. Before this, he launched Avandia(R), and Augmentin ES(R), two blockbuster products.

“We are very pleased to have Al join the Vanda Team,” said Mihales Polymeropoulos, M.D., President and CEO of Vanda. “His depth of industry experience and proven track record across a wide spectrum of therapeutic areas are pivotal to the commercial success of Vanda’s late stage pipeline.”

About Vanda Pharmaceuticals Inc.

Vanda Pharmaceuticals Inc. is a biopharmaceutical company with a particular focus on the development and commercialization of clinical-stage product candidates for central nervous system disorders. The company has three product candidates in clinical development. In addition to iloperidone, Vanda is developing VEC-162, a compound for the treatment of sleep and mood disorders which is currently in Phase III for sleep disorders. Vanda’s third product candidate in clinical development, VSF-173, is currently in a Phase II trial for the treatment of excessive sleepiness. For more on Vanda Pharmaceuticals Inc., please visit http://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, including statements regarding Vanda’s plans for its product candidates. Words such as, but not limited to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “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. Vanda is at an early stage of development and may not ever have any products that generate significant revenue. 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 products or to comply with ongoing regulatory requirements, 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 June 30, 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.

CONTACT: Steven A. Shallcross, Chief Financial Officer, steven.shallcross@vandapharma.com, or Chip Clark, Chief Business Officer, chip.clark@vandapharma.com, both of Vanda Pharmaceuticals Inc., +1-240-599-4500