SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 15, 2004 (September 13, 2004)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|| |
UMDNJ Medical School
185 South Orange Avenue, Bldg #4
Newark, New Jersey
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code (973) 972-0015
(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 to the registrant under any of the following provisions:
|¨||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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 14, 2004, BioDelivery Sciences International, Inc. (the Company) announced that it elevated Mark A. Sirgo, PharmD. and Andrew L. Finn, PharmD. to the newly created positions of Executive Vice President, Corporate and Commercial Development and Chief Operating Officer and Executive Vice President, Clinical Development and Regulatory Affairs, respectively. Drs. Sirgo and Finn joined the Company on August 24, 2004 following the Companys acquisition of Arius Pharmaceuticals, Inc. They previously held the Company titles of Senior Vice President of Commercialization and Corporate Development and Senior Vice President of Product Development, respectively.
Additionally, on September 14, 2004, the Company announced the resignation of James R. Butler from the board of directors of the Company. Mr. Butlers resignation was effective as of September 13, 2004. The Company announced that the reason for the resignation arose only from Mr. Butlers participation on the board of another company (one not related to the Company) and a potential product conflict between the two companies due to the Companys recent acquisition of Arius Pharmaceuticals. The Companys board has named L.M. Stephenson, Ph.D., presently a director and a member of the boards Nominating and Corporate Governance Committee, to replace Mr. Butler on the Companys Audit Committee.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
|17.1||Resignation Letter, dated September 13, 2004, from James R. Butler to the Company.|
|99.1||Press Release of the Company, dated September 14, 2004, with respect to officer appointments and director resignation.|
This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Companys plans, objectives, expectations and intentions and other statements identified by words such as may, could, would, should, believes, expects, anticipates, estimates, intends, plans or similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Companys control).
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
September 15, 2004
BIODELIVERY SCIENCES INTERNATIONAL, INC.
/s/ James A. McNulty
James A. McNulty
Secretary, Treasurer and Chief Financial Officer