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): February 26, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of New Directors
The Board of Directors (the “Board”) of Lantheus Holdings, Inc. (the “Company”) has appointed Gary J. Pruden, Kenneth J. Pucel and Dr. James H. Thrall to serve as members of the Board, effective as of February 26, 2018.
| • | Gary Pruden, age 56, has over 30 years of experience in the global healthcare industry. Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of Johnson & Johnson (“J&J”) from 1985 until 2017, including as a member of the Executive Committee of J&J, where his official title was Executive Vice President, Worldwide Chairman, Medical Devices. |
| • | Ken Pucel, age 51, has been the Executive Vice President of Global Operations, Engineering & Lean, at Polaris Industries Inc. since December 1, 2014. Previously, Mr. Pucel was with Boston Scientific Corporation (“BSC”), a global provider of medical solutions, where he held positions of increasing responsibility, most recently as Executive Vice President of Global Operations, Quality and Technology from 2012 through 2014, and as a member of BSC’s Executive Committee from 2004 through 2014. |
| • | Dr. Jim Thrall, age 74, currently holds the Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairman of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Dr. Thrall is also a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies. |
Messrs. Pruden and Pucel and Dr. Thrall were each appointed as a Class III Director, with an initial term expiring at the Company’s upcoming 2018 annual meeting of stockholders. To accommodate the appointment of these new directors, the Board increased its size to ten directors.
The Board also appointed the new directors to the following committees of the Board: Mr. Pruden to the Audit Committee and the Financing and Strategy Committee; Mr. Pucel to the Compensation Committee; and Dr. Thrall to the Nominating and Corporate Governance Committee.
Each of these new directors will receive the same cash and equity compensation, expense reimbursement and indemnification rights that the Company provides to its other non-employee members of the Board. Specifically, each will be compensated for his services as a director through Board fees of $50,000 per calendar year (prorated for 2018) and reimbursement for out-of-pocket expenses incurred in connection with rendering those services for so long as he serves as a director. In addition: Mr. Pruden will receive annual fees of $10,000 and $5,000 (each, prorated for 2018) for service as a member of the Audit Committee and the Financing and Strategy Committee, respectively; Mr. Pucel will receive an annual fee of $7,500 (prorated for 2018) for service as a member of the Compensation Committee; and Dr. Thrall will receive an annual fee of $5,000 (prorated for 2018) for service as a member of the Nominating and Corporate Governance Committee.
A copy of the Company’s press release, dated February 27, 2018, announcing the appointment of Gary Pruden, Kenneth Pucel and Dr. James Thrall to its Board of Directors, is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release of Lantheus Holdings, Inc., February 27, 2018, announcing the appointment of Gary Pruden, Kenneth Pucel and Dr. James Thrall to its Board of Directors. | |
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: | General Counsel, Secretary and Senior Vice President, Strategy and Business Development | |
Date: February 27, 2018
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release of Lantheus Holdings, Inc., February 27, 2018, announcing the appointment of Gary Pruden, Kenneth Pucel and Dr. James Thrall to its Board of Directors. | |
Exhibit 99.1
|
331 Treble Cove Road North Billerica, MA 01862 |
800.362.2668 www.lantheus.com |
Lantheus Holdings Appoints Gary Pruden, Kenneth Pucel and
Dr. James Thrall to its Board of Directors
NORTH BILLERICA, Mass. – February 27, 2018 —Lantheus Holdings, Inc. (the “Company”) (NASDAQ: LNTH), the parent company of Lantheus Medical Imaging, Inc. (“LMI”), a global leader in the development, manufacture and commercialization of innovative diagnostic imaging agents, today announced the appointments of Gary J. Pruden, Kenneth J. Pucel and Dr. James H. Thrall as members of its Board of Directors, effective as of February 26, 2018. The Company’s Board of Directors now consists of ten members.
Gary Pruden, who will serve as a member of the Audit Committee and the Financing and Strategy Committee, has over 30 years of experience in the global healthcare industry. Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of Johnson & Johnson (“J&J”) from 1985 until 2017, including as a member of the Executive Committee of J&J, where his official title was Executive Vice President, Worldwide Chairman, Medical Devices.
Ken Pucel, who will serve as a member of the Compensation Committee, has been the Executive Vice President of Global Operations, Engineering & Lean, at Polaris Industries Inc. since December 1, 2014. Previously, Mr. Pucel was with Boston Scientific Corporation (“BSC”), a global provider of medical solutions, where he held positions of increasing responsibility, most recently as Executive Vice President of Global Operations, Quality and Technology from 2012 through 2014, and as a member of BSC’s Executive Committee from 2004 through 2014.
Dr. Jim Thrall, who will serve as a member of the Nominating and Corporate Governance Committee, currently holds the Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairman of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Dr. Thrall is also a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies.
“We welcome Gary, Ken and Jim to the Board,” said Mary Anne Heino, President and CEO. “Each of our new directors will, in his own individual way, be able to contribute significantly to our corporate growth strategy,” said Mary Anne Heino, President and CEO. “Gary brings to us global pharmaceutical experience, including in the strategy, operations, business development and regulatory areas, making him uniquely suited to this growth phase of our Company. Ken’s expertise in manufacturing, supply chain and distribution will prove invaluable as we build out additional specialized manufacturing capabilities and expand our product offerings. Jim’s intimate knowledge of nuclear medicine, radiology and clinical practice will further strengthen our ability to lead the next generation of diagnostic imaging. With these new directors, our Company’s capabilities are stronger than ever.”
About Lantheus Holdings, Inc. and Lantheus Medical Imaging, Inc.
Lantheus Holdings, Inc. is the parent company of Lantheus Medical Imaging, Inc. (“LMI”), a global leader in the development, manufacture and commercialization of innovative diagnostic imaging agents and products. LMI provides a broad portfolio of products, including 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. The Company is headquartered in North Billerica, Massachusetts with offices in Puerto Rico and Canada. For more information, visit www.lantheus.com.
Safe Harbor for Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” as defined under U.S. federal securities laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to materially differ from those described in the forward- looking statements. 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. Risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements are discussed in our filings with the Securities and Exchange Commission (including those described in the Risk Factors section in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q).
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CONTACTS:
Meara Murphy
Director, Investor Relations & Corporate Communications
978-671-8508