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):  January 23, 2013
 
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):
 
o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o           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 January 24, 2013, the registrant, Lantheus Medical Imaging, Inc. (the “Company”), announced the resignation of Donald R. Kiepert as the Company’s President and Chief Executive Officer, effective January 23, 2013.  Also effective as of that date, Mr. Kiepert resigned as director of the Company, Lantheus MI Intermediate, Inc. (“Intermediate”), the immediate parent of the Company, and of Lantheus MI Holdings, Inc. (“Holdings”), the immediate parent of Intermediate.
 
Jeffrey Bailey was appointed as the Company’s new President and Chief Executive Officer, effective January 23, 2013.  Also effective as of that date, Mr. Bailey was elected director of the Company, Intermediate and Holdings.
 
Mr. Bailey, age 50, served from July 2011 to August 2012 as Chief Operating Officer and a member of the Executive Committee of Fougera Pharmaceuticals, Inc.  Prior to joining Fougera, from April 2010 to June 2011, Mr. Bailey served as the Chief Commercial Officer of King-Pfizer Pharmaceuticals.  From January 2008 to April 2010, he worked with Novartis Pharmaceuticals as President and General Manager, and from June 1984 to June 2006 he served in many roles with increasing responsibilities across manufacturing operations, commercial operations and general management at the Johnson & Johnson Family of Companies.  Mr. Bailey holds a Bachelor of Arts in Business from Rutgers University.  He currently serves on the Board of Directors for the Boys & Girls Club in Trenton, New Jersey.
 
Mr. Bailey will receive an annual salary of $450,000 and is eligible to receive an annual, discretionary cash bonus of up to 100% of his base salary.  He will also be granted an option to purchase 1,000,000 shares of common stock of Holdings, subject to both time and performance vesting criteria.  If Mr. Bailey is terminated without cause or he resigns with good reason, he will be entitled to receive the continued payment of his then current base salary for twelve months and his target bonus for the year of termination.  If Mr. Bailey is terminated without cause or resigns with good reason within 12 months of the occurrence of a change of control, Mr. Bailey will be entitled to receive two times his then current base salary and annual bonus.  The terms and conditions of Mr. Bailey’s employment with the Company will be governed by an employment agreement to be entered into between the parties.
 
A copy of the Company’s press release, dated January 24, 2013, announcing the appointment of Mr. Bailey and the resignation of Mr. Kiepert is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
2

 
Item 9.01              Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number	 	Description of Exhibits	
99.1	 	Press Release, dated January 24, 2013, announcing the appointment of Jeffrey Bailey and the resignation of Donald Kiepert.	
 
3

 
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 Secretary	

Date:  January 29, 2013
 
4

 
EXHIBIT LIST
 
Exhibit
Number	 	Description of Exhibits	
99.1	 	Press Release, dated January 24, 2013, announcing the appointment of Jeffrey Bailey and the resignation of Donald Kiepert.	
 
5

Exhibit 99.1

 
CONTACTS:
 
Lantheus Medical Imaging	 	Pure Communications	
Linda Lennox	 	Michele Rozen	
Office: 978-671-8854	 	617-730-8284	
Cell: 978-995-5698	 	 	
 
Meara Murphy
Office: 978-671-8508
Cell: 978-408-3803
 
LANTHEUS MEDICAL IMAGING ANNOUNCES APPOINTMENT OF
JEFFREY A. BAILEY AS NEW CHIEF EXECUTIVE OFFICER
 
Brian A. Markison Appointed as Chairman of Lantheus’ Board of Directors
 
No. BILLERICA, Mass. (January 24, 2013) — Lantheus Medical Imaging, Inc., a global leader in developing, manufacturing and distributing innovative diagnostic imaging agents, today announced the appointment of Jeffrey A. Bailey as the Company’s new President, Chief Executive Officer, and a member of the Board of Directors. Mr. Bailey replaces Donald Kiepert, who resigned from Lantheus to pursue other opportunities. Mr. Bailey brings to the Company more than 26 years of diverse pharmaceutical leadership experience across multiple functions, including sales, marketing, manufacturing, supply chain and operations. Additionally, Brian A. Markison, who joined Lantheus’ Board of Directors in September 2012, has been appointed as Chairman of the Board.
 
“Don’s leadership over the past five years has helped transform Lantheus from a newly spun-out division of Bristol-Myers Squibb into a leading global specialty pharmaceutical company,” said David Burgstahler, President of Avista Capital Partners and a member of the Lantheus Board of Directors. “On behalf of the Board and everyone at Lantheus, I would like to thank Don for his valuable contributions and wish him all the best for the future.”
 
Mr. Bailey most recently served as Chief Operating Officer and a member of the Executive Committee of Fougera Pharmaceuticals, Inc. where he led the company’s generic and branded pharmaceuticals products, including overseeing Sales, Marketing, Manufacturing, Regulatory, Quality, R&D, Supply Chain, and Operations. Prior to joining Fougera in August 2011, Mr. Bailey served as the Chief Commercial Officer of King-Pfizer Pharmaceuticals, leading a team of 750 members. Earlier, he worked with Novartis Pharmaceuticals as President and General Manager, as well as Janssen Pharmaceutica, a member of the Johnson & Johnson Family of Companies. Mr. Bailey holds a Bachelor of Arts in Business from Rutgers University. He currently serves on the Board of Directors for the Boys & Girls Club in Trenton, New Jersey.

 
“Jeff’s diverse leadership experience positions Lantheus for continued growth in the long-term as the Company continues to successfully navigate the radiopharmaceutical and contrast imaging market landscape,” said Brian Markison, Lantheus’ Chairman of the Board.
 
“I am very pleased and excited to be joining Lantheus at a pivotal point in its growth and pipeline development,” said Jeff Bailey, Lantheus’ President and CEO. “The rapidly evolving healthcare and medical imaging landscape continue to reshape how Lantheus does business and underscores the need to continue to innovate in order to remain competitive as a company. I look forward to building upon Lantheus’ strong platform in the industry, and working with the excellent people in the Company, as well as with the Board and external stakeholders.”
 
“We are pleased to continue to build our Lantheus team with the elevation of Brian to Chairman of the Board and the appointment of Jeff as CEO,” said Mr. Burgstahler. “We have two seasoned industry veterans helping to lead the organization and create long-term value for all stakeholders.”
 
About Lantheus Medical Imaging, Inc.
Lantheus Medical Imaging, Inc., a global leader in developing, manufacturing and distributing innovative diagnostic imaging agents, is dedicated to creating and providing pioneering medical imaging solutions to improve the treatment of human disease. The Company’s proven success in the field of diagnostic imaging provides a strong platform from which to bring forward breakthrough new tools for the diagnosis and management of disease. Lantheus imaging products include the echocardiography contrast agent DEFINITY ®  Vial for (Perflutren Lipid Microsphere) Injectable Suspension, an ultrasound contrast agent for use in patients with suboptimal echocardiograms to opacify the left ventricular chamber and to improve the delineation of the left ventricular endocardial border, TechneLite ®  (Technetium Tc99m Generator), Cardiolite ®  (Kit for the Preparation of Technetium Tc99m Sestamibi for Injection), and Thallium 201 (Thallous Chloride Tl 201 Injection). Lantheus has approximately 600 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.
 
###