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): March 25, 2016
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 March 25, 2016, the Board of Directors (the “Board”) of Lantheus Holdings, Inc. (the “Company”) appointed John W. Crowley as the Chief Financial Officer and Treasurer of the Company and its subsidiaries, effective immediately. The Board previously appointed Mr. Crowley as the interim Chief Financial Officer and Treasurer of the Company and its subsidiaries as of December 10, 2015.
Mr. Crowley, age 52, had previously served as the Company’s Vice President, Chief Accounting Officer, a position he held since March 2015. Mr. Crowley held the position of Vice President, Finance from April 2013 until March 2015 and was Director, Accounting from September 2010 until April 2013. Prior to joining the Company, Mr. Crowley was the Assistant Corporate Controller of Biogen Idec, the Director of Accounting at Thermo Fischer Scientific and a Senior Manager in the Audit practice of PricewaterhouseCoopers LLP. Mr. Crowley holds a Master of Business Administration degree from the University of Massachusetts and a Bachelor of Science degree in Business Administration from Westfield State University.
In connection with Mr. Crowley’s appointment as Chief Financial Officer and Treasurer, the annual base salary payable under his existing employment agreement was increased to $360,000, effective as of March 25, 2016, and the target amount of his annual bonus award payable under his existing employment agreement was increased to 50% of his new base salary.
Mr. Crowley’s amended employment agreement also provides the following severance benefits. In the event of a termination by the Company without cause, he will be entitled to an amount equal to the sum of (i) his base salary on the date of termination and (ii) a pro rata portion (based upon the percentage of the fiscal year that elapsed through the date of his termination) of 50% of his base salary on the date of termination, payable in substantially equal installments over a period of 12 months, and certain benefit subsidies for a period of 12 months. In the event of a termination by the Company without cause or by him for good reason within 12 months following a change of control, he will be entitled to an amount equal to 150% of his base salary on the date of termination, payable in substantially equal installments over a period of 12 months, and 12 months of certain benefit subsidies.
A copy of the Company’s press release, dated March 28, 2016, announcing the appointment of Mr. Crowley as Chief Financial Officer and Treasurer 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. and Lantheus Medical Imaging, Inc., dated March 28, 2016, announcing the appointment of John W. Crowley as Chief Financial Officer and Treasurer. | |
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: | Senior Vice President, Strategy and Business Development, General Counsel and Secretary | |
Date: March 28, 2016
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of Lantheus Holdings, Inc. and Lantheus Medical Imaging, Inc., dated March 28, 2016, announcing the appointment of John W. Crowley as Chief Financial Officer and Treasurer. | |
Exhibit 99.1
|
331 Treble Cove Road North Billerica, MA 01862 |
800.362.2668 www.lantheus.com |
CONTACT:
Meara Murphy
978-671-8508
LANTHEUS HOLDINGS ANNOUNCES APPOINTMENT OF
JACK CROWLEY AS CHIEF FINANCIAL OFFICER
NORTH BILLERICA, Mass., (March 28, 2016) – Lantheus Holdings, Inc. (the “Company”) (NASDAQ: LNTH), parent company of Lantheus Medical Imaging, Inc. (“LMI”), a global leader in the development, manufacture and commercialization of innovative diagnostic imaging agents and products, today announced the appointment of Jack Crowley as the Company’s Chief Financial Officer, effective immediately. Mr. Crowley previously served as the Company’s interim Chief Financial Officer since December 2015.
As Chief Financial Officer, Mr. Crowley will lead the Company’s Finance function, including financial and operational reporting, planning and analysis, together with the investor relations and information technology functions. He will continue to report directly to Mary Anne Heino, President and Chief Executive Officer.
Ms. Heino commented, “I am very pleased to announce Jack as our permanent CFO. Jack is a focused, results-driven individual that has consistently demonstrated his financial expertise and valuable leadership across all aspects of our organization, not only during his time as interim CFO but throughout his tenure with the Company. Together with our management team and Board of Directors, I look forward to continue working with Jack to further advance our business, drive forward our strategic priorities and demonstrate our value proposition to the investment community.”
Mr. Crowley, age 52, brings to the role more than 28 years of financial management and accounting experience. He has steadily advanced to assume broader executive leadership roles since joining the
Company in September 2010 as Director of Accounting. He was promoted to Vice President of Finance in April 2013, to Chief Accounting Officer in March 2015 and to interim Chief Financial Officer in December 2015.
Mr. Crowley commented, “I appreciate the support of Mary Anne, the executive team and our Board of Directors, and I am excited about the opportunity to play a key role in our strategic growth as we continue to provide essential diagnostic imaging products to help improve patient care.”
Prior to joining Lantheus, Mr. Crowley served in the roles of Assistant Corporate Controller, and prior to that, Director of Finance at Biogen Idec. Mr. Crowley also previously served as Director of Accounting at Fisher Scientific International. Prior to Fisher, Mr. Crowley was a Senior Audit Manager in the Technology practice of PriceWaterhouseCoopers.
Mr. Crowley holds a Master of Business Administration from the University of Massachusetts and a Bachelor of Science in Business Administration from Westfield State University, and is a Certified Public Accountant.
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 the development, manufacture and commercialization of 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 is headquartered in North Billerica, Massachusetts with offices in Puerto Rico, Canada and Australia. For more information, visit www.lantheus.com.
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