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): August 27, 2015
LANTHEUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36569 | 35-2318913 | ||
| (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 |
On August 28, 2015, Lantheus Holdings, Inc. (the “Company”) announced the retirement of Jeffrey Bailey as the Company’s President and Chief Executive Officer, effective as August 31, 2015. Also effective as of that date, Mr. Bailey will resign as a director of the Company and its subsidiaries. Mary Anne Heino will be appointed to the positions of President and Chief Executive Officer and as a director of the Company and its subsidiaries, effective as of August 31, 2015. Mr. Bailey will continue with the Company on a consulting basis until March 31, 2016 and will work with Ms. Heino to ensure a smooth transition.
Ms. Heino, age 55, had previously served as the Company’s Chief Operating Officer, a position she held since March 2015, and Chief Commercial Officer, a position she held since joining the Company in April 2013. Prior to joining Lantheus, Ms. Heino led Angelini Labopharm LLC and Labopharm USA in the roles of President and Senior Vice President of World Wide Sales and Marketing from February 2007 to March 2012. From May 2000 until February 2007, Ms. Heino served in numerous capacities at Centocor, Inc., a Johnson & Johnson Company, including Vice President Strategic Planning and Competitive Intelligence, Vice President Sales, Executive Director Customer Relationship Management and Senior Director Immunology Marketing. Ms. Heino began her professional career with Janssen Pharmaceutica as a Sales Representative in June 1989 and worked her way up to the role of Field Sales Director in 1999. Ms. Heino received her Master’s in Business Administration from the Stern School of Business at New York University. She earned a Bachelor’s of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook.
In connection with Ms. Heino’s new position as President and Chief Executive Officer, the base salary payable under her existing employment agreement was increased to $600,000, effective as of August 31, 2015, and the target amount of her annual bonus award under her existing employment agreement was increased to 80% of her new base salary. She has also been granted 227,000 shares of restricted common stock, which are subject to vesting in four equal annual installments on the first four anniversaries of the grant date. The terms of her existing employment agreement are incorporated herein by reference from Item 10.1 of Lantheus Medical Imaging, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015. This description is a summary only and qualified in its entirety by reference to the full text of Ms. Heino’s employment agreement.
In connection with his retirement and interim consulting role, Mr. Bailey will receive a lump sum payment of his remaining base salary that otherwise would have been payable under his employment agreement for the balance of 2015 and consulting fees of $100,000 per month for the consulting period.
A copy of the Company’s press release, dated August 28, 2015, announcing the appointment of Ms. Heino as President and Chief Executive Officer and the retirement of Jeffrey Bailey is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of Lantheus Holdings, Inc., dated August 28, 2015, announcing the appointment of Mary Anne Heino as President and Chief Executive Officer and the retirement of Jeffrey Bailey. | |
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 HOLDINGS, INC. | ||
| By: | /s/ Michael P. Duffy | |
| Name: | Michael P. Duffy | |
| Title: | Vice President and General Counsel | |
Date: August 28, 2015
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of Lantheus Holdings, Inc., dated August 28, 2015, announcing the appointment of Mary Anne Heino as President and Chief Executive Officer and the retirement of Jeffrey Bailey. | |
Exhibit 99.1
|
331 Treble Cove Road North Billerica, MA 01862 |
800.362.2668 www.lantheus.com |
FOR IMMEDIATE RELEASE
CONTACTS:
| Investor Relations | Media Relations | |||||
| John Bakewell | Meara Murphy | |||||
| 978-436-7073 | 978-671-8508 |
LANTHEUS HOLDINGS ANNOUNCES APPOINTMENT OF
MARY ANNE HEINO AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
North Billerica, Mass., (August 28, 2015) – Lantheus Holdings, Inc. (the “Company”) (NASDAQ: LNTH), parent company of Lantheus Medical Imaging, Inc. (“LMI”), a global leader in developing, manufacturing, selling and distributing innovative diagnostic imaging agents and products, today announced the appointment of Mary Anne Heino as the new President and Chief Executive Officer and a director of the Company. Ms. Heino replaces Jeff Bailey, who has served as President and Chief Executive Officer and a director of the Company since January 2013 and is retiring from operational management to focus on Board positions. Mr. Bailey will continue with the Company on a consulting basis until March 31, 2016 and will work with Ms. Heino to ensure a smooth transition.
Ms. Heino, age 55, brings to the Company more than 25 years of diverse pharmaceutical industry experience. Joining the Company in April 2013 as Chief Commercial Officer, Ms. Heino was promoted to Chief Operating Officer in March 2015.
“Since Mary Anne has joined the Company, she has demonstrated impressive leadership and a deep understanding of our business and industry, first heading our global commercial team and then adding our sophisticated manufacturing and global sourcing operations to her responsibilities,” said Brian Markison, Chairman of the Board of the Company. “Mary Anne’s strong commercial and operational skills and strategic vision will be a great asset for us as we focus on continued growth of the Company.” Prior to joining the Company, Ms. Heino led Angelini Labopharm LLC and Labopharm USA in the roles of President and Senior Vice President of World Wide Sales and Marketing. Before that, Ms. Heino served in numerous capacities at Centocor, Inc., a Johnson & Johnson Company, including Vice President Strategic Planning and Competitive Intelligence, Vice President Sales, Executive Director
1
Customer Relationship Management and Senior Director Immunology Marketing. Ms. Heino began her professional career with Janssen Pharmaceutica as a Sales Representative in June 1989 and worked her way up to the role of Field Sales Director in 1999. Ms. Heino received her Master’s in Business Administration from the Stern School of Business at New York University. She earned a Bachelor’s of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook.
Speaking about Ms. Heino, Mr. Bailey said, “I have had the pleasure of working with Mary Anne for many years at both Lantheus and Johnson & Johnson. She is an excellent leader with a proven track record, and I am proud that she will be taking the reins from here.”
Speaking about Mr. Bailey, Mr. Markison said, “I have now worked with Jeff Bailey on three separate occasions, and he has again done a great job, this time as President and CEO of the Company since January 2013. During his tenure, Jeff has helped diversify our supply chain, enhance operational efficiencies, grow both revenues and margins, and deleverage our balance sheet. On behalf of the Board and everyone at the Company, I thank Jeff for all he has done and wish him all the best in his new endeavors.”
About Lantheus Holdings, Inc. and Lantheus Medical Imaging, Inc.
Lantheus Holdings, Inc. is the parent company of Lantheus Medical Imaging, Inc., which is a global leader in developing, manufacturing, selling and distributing innovative diagnostic imaging agents and products. LMI provides a broad portfolio of products, which are primarily used for the diagnosis of cardiovascular diseases. LMI’s 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.
LMI 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
2
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.
###
3