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): June 2, 2014
LANTHEUS MEDICAL IMAGING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-169785 | 51-0396366 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
331 Treble Cove Road, North Billerica, MA 01862
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (978) 671-8001
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 (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 |
Departure of Interim Chief Financial Officer
On June 2, 2014, Lantheus Medical Imaging, Inc., or the Company, announced the departure of John Golubieski as the Company’s Interim Chief Financial Officer, effective June 2, 2014. Mr. Golubieski will continue to serve the Company as a consultant for a limited transition period at the pro-rated portion of his current consulting rate of $25,000 per month.
Appointment of New Chief Financial Officer
John K. Bakewell was appointed as the Company’s new Chief Financial Officer, effective June 2, 2014. Mr. Bakewell, age 53, has served as Chief Financial Officer of Interline Brands, Inc., or Interline, from June 2013 to May 2014. Prior to joining Interline, Mr. Bakewell served as the Executive Vice President and Chief Financial Officer of RegionalCare Hospital Partners from January 2010 to December 2011. In addition, Mr. Bakewell held the same position with Wright Medical Group, a global orthopedic medical device manufacturer from December 2000 to December 2009. Mr. Bakewell also served as Chief Financial Officer of Altra Energy Technologies from July 1998 to December 2000, Cyberonics, Inc. from May 1993 to July 1998, and Zeos International from October 1990 to May 1993. Mr. Bakewell also serves on the board of Keystone Dental, Inc.
Pursuant to the terms of an arrangement with the Company governing his employment, Mr. Bakewell’s annual base salary will be $400,000. Mr. Bakewell is entitled to receive an annual bonus, with a target award of 60% of his prorated base salary. In lieu of receiving grants under the Company’s existing equity incentive plans for 2015 and 2016, Mr. Bakewell is entitled to receive (a) options to acquire that number of underlying shares of the Company’s common stock valued at an aggregate of $0.5 million at the time of grant, subject to four year cliff vesting, and, (b) depending on the occurrence of certain triggering events, either (i) options to acquire that number of underlying shares of the Company’s common stock valued at an aggregate of $0.75 million at the time of grant, subject to 25% annual time vesting, and restricted common stock units for that number of underlying shares of the Company’s common stock valued at an aggregate of $0.75 million at the time of grant, subject to 25% annual time vesting, or (ii) options to acquire that number of underlying shares of the Company’s common stock valued at an aggregate of $1.5 million at the time of grant, subject to 25% annual time vesting.
A copy of the Company’s press release, dated June 2, 2014, announcing the departure of Mr. Golubieski and the appointment of Mr. Bakewell to Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated June 2, 2014, announcing the departure of Mr. Golubieski and the appointment of Mr. Bakewell to Chief Financial Officer | |
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.
| LANTHEUS MEDICAL IMAGING, INC. | ||
| By: | /s/ Michael P. Duffy | |
| Name: | Michael P. Duffy | |
| Title: | Vice President and General Counsel | |
Date: June 2, 2014
EXHIBIT LIST
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated June 2, 2014, announcing the departure of Mr. Golubieski and the appointment of Mr. Bakewell to Chief Financial Officer | |
Exhibit 99.1
| CONTACTS: | ||
| Lantheus Medical Imaging | Rozen Communications | |
| Meara Murphy | Michele Rozen | |
| Office: 978-671-8508 | 617-730-8284 | |
| Cell: 617-794-1045 | ||
| Linda Lennox | ||
| Office: 978-671-8854 | ||
| Cell: 908-627-3424 | ||
LANTHEUS MEDICAL IMAGING ANNOUNCES APPOINTMENT OF
JOHN K. BAKEWELL AS NEW CHIEF FINANCIAL OFFICER
No. BILLERICA, Mass. (June 2, 2014) – Lantheus Medical Imaging, Inc., a global leader in developing, manufacturing and distributing innovative diagnostic imaging agents, announced the appointment of John K. Bakewell as the Company’s new Chief Financial Officer, effective today. Mr. Bakewell replaces John Golubieski, who served as interim Chief Financial Officer since July 2013. Mr. Golubieski will work with Lantheus for an interim period to ensure a smooth transition.
Mr. Bakewell brings to the Company more than 23 years of leadership experience with both publicly-traded and privately-held companies, including companies in the medical device and healthcare provider sectors, and has a proven track record of building and leading financial and operational strategies for growing businesses. Mr. Bakewell will report directly to Jeff Bailey and serve as a member of Lantheus’ executive leadership team.
Mr. Bakewell most recently served as Chief Financial Officer of Interline Brands, Inc., a $1.6 billion industrial distributor of broad-line maintenance, repair and operations (MRO) products. Earlier in his career, he was Executive Vice President and Chief Financial Officer of RegionalCare Hospital Partners, Inc., as well as of Wright Medical Group, Inc. He also previously served as Chief Financial Officer of Altra Energy Technologies, Inc., Cyberonics, Inc., and Zeos International. Mr. Bakewell holds a Bachelor of Arts in Accounting from the University of Northern Iowa. He currently serves on the Board of Directors and as Audit Committee Chairman for Keystone Dental, Inc.
“John’s significant experience as a CFO, hands-on work with manufacturing operations, and strategic leadership in the healthcare space will be a great asset to Lantheus as we focus on continued improvement and growth of the Company,” said Mr. Bailey. “John will be instrumental in building on the positive momentum we’ve established over the past 15 months and positioning us for future success as we expand our global footprint. I am very pleased to welcome John to the Company.
Mr. Bailey continued, “I have worked with John Golubieski previously and he continually impresses me as a great CFO and a great person. Here at Lantheus, John helped enhance operational efficiencies and improve the fundamentals of the Company. On behalf of the Board and everyone at Lantheus, I thank John for his many contributions over the past 10 months and wish him all the best in his new endeavor.”
About Lantheus Medical Imaging, Inc.
Lantheus Medical Imaging, Inc. is a global leader in developing, manufacturing and distributing innovative diagnostic imaging agents. The Company provides a broad portfolio of products, which are primarily used for the diagnosis of cardiovascular diseases. Lantheus’ key products include the echocardiography contrast agent DEFINITY® Vial for (Perflutren Lipid Microsphere) Injectable Suspension; TechneLite® (Technetium Tc99m Generator), a technetium-based generator that provides the essential medical isotope used in nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an inhaled radiopharmaceutical imaging agent used to evaluate pulmonary function and for imaging the lungs.
Lantheus has more than 500 employees worldwide with headquarters in North Billerica, Massachusetts, and offices in Puerto Rico, Canada and Australia. For more information, visit www.lantheus.com.
Safe Harbor for Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that may be described from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
###