UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 22, 2011 (November 18, 2011) |
| REGENERON PHARMACEUTICALS, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| New York | 000-19034 | 13-3444607 | ||
| (State or other jurisdiction of | (Commission File No.) | (IRS Employer Identification No.) | ||
| Incorporation) |
777 Old Saw Mill River Road, Tarrytown, New York 10591-6707
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
| (914) 347-7000 |
| (Registrant's telephone number, including area code) |
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. |
On November 18, 2011, the Board of Directors of Regeneron Pharmaceuticals, Inc. elected Marc Tessier-Lavigne, Ph.D. as a director of Regeneron, effective immediately. Committee appointments for Dr. Tessier-Lavigne have not yet been determined.
Dr. Tessier-Lavigne currently services as President of Rockefeller University and head of the Laboratory of Brain Development and Repair. He was formerly Executive Vice President for Research and Chief Scientific Officer of Genentech Inc.
As a Regeneron director, Dr. Tessier-Lavigne is entitled to receive an annual cash retainer of $15,000, and an annual fee of $5,000 for each Board committee on which he serves, in each case, to be prorated in 2011. In addition, as a director, he will receive a fee of $5,000 for each regular board meeting attended in person, or, once a year, by telephone or videoconference. Upon his election, Dr. Tessier-Lavigne received a grant of stock options to purchase 25,000 shares of Regeneron common stock, having an exercise price of $50.91 per share, the fair market value (average of high and low prices) on the date of grant of November 18, 2011. Thereafter, pursuant to the terms of our Second Amended and Restated 2000 Long-Term Incentive Plan, he will receive an automatic grant of a stock option to purchase 15,000 shares of Regeneron common stock on the first business day of each year, with an exercise price equal to the fair market value of a share of Regeneron common stock on the date of grant. Both the inaugural stock options and each annual stock option grant vest in three equal installments over three years, subject to continued service on the board, and expire ten years following the date of grant.
A copy of the press release announcing Dr. Tessier-Lavigne’s election is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated November 21, 2011 announcing the election of Marc Tessier-Lavigne, Ph.D. to the Board of Directors of Regeneron Pharmaceuticals, Inc. |
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.
| Date: | November 22, 2011 | REGENERON PHARMACEUTICALS, INC. | ||
| By: | /s/ Joseph J. LaRosa | |||
| Name: Joseph J. LaRosa | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Number | Description | |
| 99.1 | Press Release dated November 21, 2011 announcing the election of Marc Tessier-Lavigne, Ph.D. to the Board of Directors of Regeneron Pharmaceuticals, Inc. |
Exhibit 99.1
| For Immediate Release |
| Press Release |
Rockefeller University President Marc Tessier-Lavigne Elected to Regeneron Board of Directors
TARRYTOWN, N.Y., Nov. 21, 2011 -- Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) today announced that it has elected Marc Tessier-Lavigne, Ph.D. to fill a new seat on its expanded Board of Directors. Dr. Tessier-Lavigne is President of The Rockefeller University in New York City, one of the world’s preeminent medical research institutions. Prior to his appointment at Rockefeller in 2011, he served as Executive Vice President and Chief Scientific Officer at Genentech, Inc.
"Marc is an ideal individual to join the Regeneron board of directors as he is a renowned scientist who also has an outstanding track record for leading drug-discovery programs at Genentech for most of the last decade,” said P. Roy Vagelos, M.D., Chairman of the Regeneron Board of Directors. “We are extremely pleased to add his expertise to our Board at a time when Regeneron is transforming into a fully integrated biotechnology company.”
“I admire Regeneron’s high-caliber science and its success in discovering and developing innovative therapeutics,” said Dr. Tessier-Lavigne. “I am honored to join the Regeneron board of directors and look forward to working with its distinguished members to help guide scientific and product development decisions at the company over the coming years. I am also pleased to contribute to a biotechnology leader that is New York based.”
A world leader in the study of brain development, Dr. Tessier-Lavigne has pioneered the identification of the molecules that direct the formation of connections among nerve cells to establish neuronal circuits in the mammalian brain and spinal cord. The mechanisms he has identified are important for understanding how the human brain forms during normal development, and are increasingly being implicated in a variety of other processes, including neurodegenerative diseases.
A native of Trenton, Canada, Dr. Tessier-Lavigne obtained his Ph.D. from University College London and performed postdoctoral work at the Medical Research Council (United Kingdom) Developmental Neurobiology Unit and at Columbia University. He has been on the faculty of the University of California, San Francisco and Stanford University and has been a Howard Hughes Medical Institute investigator. In 2003, he joined Genentech, where he oversaw 1,400 people in disease research and drug discovery. He is the recipient of numerous scientific awards and is an elected member of the U.S. National Academy of Sciences and its Institute of Medicine, and a fellow of the Royal Societies of the U.K. and Canada.
About Regeneron Pharmaceuticals
Regeneron is a fully integrated biopharmaceutical company that discovers, invents, develops, manufactures, and commercializes medicines for the treatment of serious medical conditions. Regeneron markets two products, ARCALYST® (rilonacept) Injection For Subcutaneous Use and EYLEA™ (aflibercept) Injection. Regeneron also has completed several Phase 3 studies and is conducting an additional Phase 3 clinical trial for the product candidate ZALTRAP® (aflibercept) concentrate for Intravenous Infusion. Additional therapeutic candidates developed from proprietary Regeneron technologies for creating fully human monoclonal antibodies are in earlier stage development programs in rheumatoid arthritis and other inflammatory conditions, pain, cholesterol reduction, allergic and immune conditions, and cancer. Additional information about Regeneron and recent news releases are available on the Regeneron web site at www.regeneron.com.
Regeneron is a fully integrated biopharmaceutical company that discovers, invents, develops, manufactures, and commercializes medicines for the treatment of serious medical conditions. Regeneron markets two products, ARCALYST® (rilonacept) Injection For Subcutaneous Use and EYLEA™ (aflibercept) Injection. Regeneron also has completed several Phase 3 studies and is conducting an additional Phase 3 clinical trial for the product candidate ZALTRAP® (aflibercept) concentrate for Intravenous Infusion. Additional therapeutic candidates developed from proprietary Regeneron technologies for creating fully human monoclonal antibodies are in earlier stage development programs in rheumatoid arthritis and other inflammatory conditions, pain, cholesterol reduction, allergic and immune conditions, and cancer. Additional information about Regeneron and recent news releases are available on the Regeneron web site at www.regeneron.com.
Forward Looking Statement
This news release includes forward-looking statements about Regeneron and its products, development programs, finances, and business, all of which involve a number of risks and uncertainties. These include, among others, risks and timing associated with preclinical and clinical development of Regeneron's drug candidates, determinations by regulatory and administrative governmental authorities which may delay or restrict Regeneron's ability to continue to develop or commercialize its products and drug candidates, competing drugs that are superior to Regeneron's products and drug candidates, uncertainty of market acceptance of Regeneron's products and drug candidates, unanticipated expenses, the availability and cost of capital, the costs of developing, producing, and selling products, the potential for any license or collaboration agreement, including Regeneron's agreements with Sanofi and Bayer HealthCare, to be canceled or terminated without any product success, and risks associated with third party intellectual property. A more complete description of these and other material risks can be found in Regeneron's filings with the United States Securities and Exchange Commission (SEC), including its Form 10-K for the year ended December 31, 2010 and Form 10-Q for the quarter ended September 30, 2011. Regeneron does not undertake any obligation to update publicly any forward-looking statement, whether as a result of new information, future events, or otherwise, unless required by law.
This news release includes forward-looking statements about Regeneron and its products, development programs, finances, and business, all of which involve a number of risks and uncertainties. These include, among others, risks and timing associated with preclinical and clinical development of Regeneron's drug candidates, determinations by regulatory and administrative governmental authorities which may delay or restrict Regeneron's ability to continue to develop or commercialize its products and drug candidates, competing drugs that are superior to Regeneron's products and drug candidates, uncertainty of market acceptance of Regeneron's products and drug candidates, unanticipated expenses, the availability and cost of capital, the costs of developing, producing, and selling products, the potential for any license or collaboration agreement, including Regeneron's agreements with Sanofi and Bayer HealthCare, to be canceled or terminated without any product success, and risks associated with third party intellectual property. A more complete description of these and other material risks can be found in Regeneron's filings with the United States Securities and Exchange Commission (SEC), including its Form 10-K for the year ended December 31, 2010 and Form 10-Q for the quarter ended September 30, 2011. Regeneron does not undertake any obligation to update publicly any forward-looking statement, whether as a result of new information, future events, or otherwise, unless required by law.
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| Contact Information: | ||
| Michael Aberman, M.D. | Peter Dworkin | |
| Investor Relations | Corporate Communications | |
| 914.847.7799 | 914.847.7640 | |
| michael.aberman@regeneron.com | peter.dworkin@regeneron.com |