Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 16, 2011
MAP
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
Delaware
|
|
001-33719
|
|
20-0507047
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
2400
Bayshore Parkway, Suite 200, Mountain View, CA
|
|
94043
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (650) 386-3100
(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 (
see
General Instruction A.2. below):
|
¨
|
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 February 16, 2011, Steven A. Elms
tendered his resignation as a member and as Chair of the Board of Directors (the
“Board”) of MAP Pharmaceuticals, Inc. (the “Company”), effective as of February
16, 2011. The resignation of Mr. Elms did not involve a disagreement
with the Company.
Also on February 16, 2011, the Board
appointed Scott R. Ward, a current member of the Board, to succeed Mr. Elms in
the position of Chair.
The
Company issued a press release dated February 18, 2011 announcing the foregoing,
a copy of which press release is attached hereto as Exhibit 99.1, and
incorporated herein by reference.
|
Item 9.01
|
Financial
Statements and Exhibits
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
99.1
|
|
Press
Release of MAP Pharmaceuticals, Inc., dated February 18,
2011
|
SIGNATURE
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.
Date: February
18, 2011
|
|
|
|
|
|
|
MAP
PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Charlene A. Friedman
|
|
|
|
Name:
|
Charlene
A. Friedman
|
|
|
|
Title:
|
Senior
Vice President, General Counsel and Secretary
|
|
INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED FEBRUARY 18, 2011
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
|
99.1
|
|
Press
Release of MAP Pharmaceuticals, Inc., dated February 18,
2011
|
MAP
PHARMACEUTICALS APPOINTS SCOTT R. WARD
AS
CHAIRMAN OF THE BOARD OF DIRECTORS
--Steven
Elms to Step Down After Over Six Years of Service--
MOUNTAIN VIEW, Calif., Feb. 18, 2011
/PRNewswire/ --
MAP Pharmaceuticals, Inc. (Nasdaq: MAPP) today
announced the appointment of Scott R. Ward as Chairman of its Board of
Directors. Steven A. Elms, the incumbent Chairman and an original venture
capital investor in the Company, will step down from the Board of Directors
after over six years of service.
“I want
to thank Steve for all his contributions to the Company and the Board as we have
grown from an early concept to a late-stage development
organization. I look forward to working with Scott as we prepare for
our first NDA submission and potential product launch,” said Timothy S.
Nelson,
MAP
Pharmaceuticals' President and Chief Executive Officer. “Scott brings
30 years of industry and commercial experience and his leadership will be
greatly valued as the Company continues to grow.”
“I am
pleased to take on the role of Chairman of the MAP Pharmaceuticals Board at this
time, as the Company is transitioning into a commercial organization,” said
Scott R. Ward. “With the recently announced Allergan collaboration, the Company
has established a strategic pathway for the potential commercialization of
LEVADEX for the acute treatment of migraine.”
Mr. Ward
has extensive experience in the healthcare industry including 15 years as an
operating business leader, and various roles in regulatory affairs, clinical
research and business development since he joined Medtronic, Inc. in 1981. Mr.
Ward has led the development and commercial launch of 20 significant new
products and therapies in the cardiovascular and neurological
markets.
Most
recently, Mr. Ward was Senior Vice President and President of the CardioVascular
business of Medtronic which generated approximately $3 billion in annual
sales. He was responsible for all worldwide operations of the
CardioVascular sector including the Coronary, Peripheral, Endovascular and
Structural Heart Disease businesses. Previously, Mr. Ward served as
Senior Vice President and President of Medtronic Neurological and Diabetes, and
Vice President and General Manager of the Medtronic Drug Delivery
Business. Mr. Ward has served as a Director of MAP Pharmaceuticals
since 2008.
About
MAP Pharmaceuticals
MAP
Pharmaceuticals is an emerging biopharmaceutical Company focused on developing
and commercializing new therapies to address undermet patient needs in
neurology. The Company is developing LEVADEX™ orally inhaled therapy for the
potential treatment of migraine and has reported positive results from the
efficacy portion of its Phase 3 trial of LEVADEX. In addition, MAP
Pharmaceuticals generates new pipeline opportunities by applying its proprietary
drug particle and inhalation technologies to enhance the therapeutic benefits of
proven drugs, while minimizing risk by capitalizing on their known safety,
efficacy and commercialization history.
Forward-Looking
Statements
In
addition to statements of historical facts or statements of current conditions,
this press release contains forward-looking statements, including with respect
to MAP Pharmaceuticals' LEVADEX product candidate. Actual results may differ
materially from current expectations based on risks and uncertainties affecting
the Company's business, including, without limitation, risks and uncertainties
relating to the preparation and filing of a New Drug Application, the regulatory
process to have the Company's LEVADEX product candidate approved for commercial
use and the potential benefits from the collaboration between MAP
Pharmaceuticals and Allergan. The reader is cautioned not to unduly rely on the
forward-looking statements contained in this press release. MAP Pharmaceuticals
expressly disclaims any intent or obligation to update these forward-looking
statements, except as required by law. Additional information on potential
factors that could affect MAP Pharmaceuticals' results and other risks and
uncertainties are detailed in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010, available at
http://edgar.sec.gov
.