Current Report

 
 

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 28, 2011

ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-34703   20-0028718
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
6120 Windward Parkway
Suite 290
Alpharetta, Georgia
  30005
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (678) 990-5740
 
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))

 
 

 

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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.
(d) On August 1, 2011, Alimera Sciences, Inc. (the “Company”) issued a press release announcing that, based upon the recommendation of the Nominating/Corporate Governance Committee of the Company’s Board of Directors (the “Board”), effective as of July 28, 2011 the Board had elected James R. Largent, age 61, to the Board as a Class I Director with his initial term expiring at the Company’s 2014 annual meeting of stockholders. In connection with Mr. Largent’s election, and pursuant to the Company’s bylaws, the Board has increased the number of directors to nine.
Mr. Largent has nearly 30 years of management experience in the medical device and pharmaceutical industries, including 28 years with Allergan, Inc., where he held various senior management positions, including Vice President, Strategic Planning. From 2002 to the present, Mr. Largent has been a consultant to the medical device and pharmaceutical industries. In addition to serving on the Company’s Board, Mr. Largent serves on the board of directors of Tear Science, Inc., a privately held developer of diagnostic and therapeutic devices for the treatment of patients with dry eye disease. Mr. Largent holds a B.A. in chemistry and an M.B.A., both from the University of California, Irvine.
In connection with his election to the Board, pursuant to the Company’s outside director compensation program, Mr. Largent was granted an option to purchase 20,000 shares of the Company’s common stock at an exercise price of $8.47, the closing price per share of the common stock on July 28, 2011, the date on which he joined the Board. Such option will vest and become exercisable with respect to 25% of the option shares after one year of service and an additional 6.25% of the option shares for each subsequent three-month period thereafter, except that in the event of a change of control of the Company or if Mr. Largent’s service terminates due to his death the option will accelerate and become immediately exercisable. Mr. Largent will also receive a $20,000 annual retainer for his service on the Board. In addition, beginning in 2012, he will be eligible to receive, upon the conclusion of each annual meeting of stockholders, an option to purchase 7,500 shares of the Company’s common stock. The outside director compensation program is described in further detail in the Company’s Proxy Statement for the 2011 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2011.
Mr. Largent 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 Company’s other directors and executive officers. This form is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-162782), as filed with the SEC on October 30, 2009.

 

 

 

Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits
     
Exhibit No.   Description
99.1
  Press Release of Alimera Sciences, Inc. dated August 1, 2011.

 

 

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  ALIMERA SCIENCES, INC.
  		 
  By:   /s/ RICHARD S. EISWIRTH, JR.    
    Name:   Richard S. Eiswirth, Jr.   
    Title:   Chief Operating Officer and Chief Financial Officer   
 
Dated: August 1, 2011

 

 

Exhibit 99.1

(ALIMERA LOGO)

     
For press inquiries:
  For investor inquiries:
Katie Brazel, Fleishman-Hillard
  John Mills, ICR
for Alimera Sciences
  for Alimera Sciences
404-739-0150
  310-954-1105
katie.brazel@fleishman.com
  John.Mills@ICRINC.com

ALIMERA SCIENCES APPOINTS JAMES R. LARGENT
TO ITS BOARD OF DIRECTORS

ATLANTA, August 1, 2011 — Alimera Sciences, Inc. (NASDAQ: ALIM) (“Alimera”), a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals, today announced that James R. Largent has joined its Board of Directors. Mr. Largent, a consultant in the medical device and pharmaceutical industries, brings extensive management experience to Alimera’s Board.

With nearly 30 years in the medical industry, Mr. Largent most recently served as a medical and pharmaceutical consultant, including work with U.S. ophthalmic device company, Eyeonics Inc. While there, he led the lobbying effort that resulted in the 2005 landmark decision by the Centers for Medicare & Medicaid Services (CMS) to allow for patient shared billing for premium presbyopia-correcting intraocular lenses. Also in his role as a consultant, he assisted a multinational pharmaceutical and medical device company in the evaluation of strategic targets. Prior to this, Mr. Largent served in various senior management positions at Allergan, Inc., including as vice president of strategic planning where he fostered licensing deals to build product pipelines. Earlier in his career, he was vice president of strategic marketing at Allergan Medical Optics, Inc.

“It is a privilege to welcome an ophthalmic industry leader of Mr. Largent’s caliber to our Board,” said Dan Myers, president and CEO of Alimera. “His specific industry expertise in corporate development and strategic marketing will help drive Alimera’s commercial strategy.”

In addition to serving on Alimera’s Board, Mr. Largent is on the board of directors of Tear Science, Inc., a privately held developer of diagnostic and therapeutic devices for the treatment of patients with dry eye disease. Mr. Largent earned a B.A. in chemistry and an M.B.A., both from the University of California, Irvine.

 

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About Alimera Sciences, Inc.

Alimera Sciences, Inc., based in Alpharetta, Georgia, is a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. Presently, Alimera is focused on diseases affecting the back of the eye, or retina. Its advanced product candidate, ILUVIEN ® , is an investigational intravitreal insert containing fluocinolone acetonide (FAc), a non-proprietary corticosteroid with demonstrated efficacy in the treatment of ocular disease. ILUVIEN is in development for the treatment of diabetic macular edema (DME), a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness.

Forward Looking Statements

This press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding, among other things, Alimera’s future results of operations and financial position, business strategy and plans and objectives of management for Alimera’s future operations. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “contemplate,” “predict,” “project,” “target,” “likely,” “potential,” “continue,” “will,” “would,” “should,” “could,” or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The events and circumstances reflected in Alimera’s forward-looking statements may not occur and actual results could differ materially from those projected in its forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to, delay in or failure to obtain regulatory approval of Alimera’s product candidates, uncertainty as to Alimera’s ability to commercialize, and market acceptance of, its product candidates, the extent of government regulations, uncertainty as to relationship between the benefits of Alimera’s product candidates and the risks of their side-effect profiles, dependence on third-party manufacturers to manufacture Alimera’s product candidates in sufficient quantities and quality, uncertainty of clinical trial results, limited sales and marketing infrastructure, inability of Alimera’s outside sales force to successfully sell and market ILUVIEN in the U.S. following regulatory approval and Alimera’s ability to operate its business in compliance with the covenants and restrictions that it is subject to under its credit facility, as well as other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Alimera’s annual report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 which are on file with the Securities and Exchange Commission (SEC) and available on the SEC’s website at  www.sec.gov . In addition to the risks described above and in Alimera’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, other unknown or unpredictable factors also could affect Alimera’s results. There can be no assurance that the actual results or developments anticipated by Alimera will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Alimera. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

 

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All forward-looking statements contained in this press release are expressly qualified by the cautionary statements contained or referred to herein. Alimera cautions investors not to rely too heavily on the forward-looking statements Alimera makes or that are made on its behalf. These forward-looking statements speak only as of the date of this press release (unless another date is indicated). Alimera undertakes no obligation, and specifically declines any obligation, to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

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