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
July
7, 2008
Date
of Report
(Date
of earliest event reported)
A.P.
PHARMA, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-33221
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94-2875566
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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123
Saginaw Drive
Redwood
City, California 94063
(Address
of principal executive offices) (Zip code)
(650)
366-2626
(Registrant’s
telephone number, including area code)
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective
July 7, 2008, Mr. Prentki was
appointed President and Chief Executive Officer of A.P. Pharma, Inc. (the
"Company"). He will serve as principal executive officer of the
Company. Mr. Prentki was also elected as a director of the
Company,
effective on July 7, 2008, to serve until the Company's 2009 annual meeting
of
stockholders.
Mr.
Turnbull, who served as the
Company’s Chief Executive Officer (and Chief Financial Officer on an interim
basis), will continue to serve as the Company’s Chief Financial Officer
(principal financial officer and principal accounting officer).
Pursuant
to his employment letter agreement, Mr. Prentki will be entitled to receive
cash compensation equal to $425,000 annually and be eligible to receive an
annual incentive bonus with a target of 50% of his base
salary.
Additionally, on July 7, 2008, Mr. Prentki was granted options to purchase 1,400,000 shares of the Company’s Common Stock, which will vest over a four-year period with 25% of the shares vesting one year from July 7, 2008, and at a rate of 1/48th of the shares per month for the remaining 36 months, for so long as Mr. Prentki continues to be employed by the Company. The exercise price of the options is $1.19 per share, which was the closing price of the Company’s Common Stock on the grant date.
In
the
event of “Involuntary Termination”, as defined in his employment letter, Mr.
Prentki will be entitled to (i) cash severance in the amount equal to 24 months
of his annual salary, (ii) continued Company-paid health insurance coverage
pursuant to COBRA for up to 12 month from the date of the termination, and
(iii)
an additional 12 month vesting of his stock options. Furthermore, if
a change of control of the Company occurs and Mr. Prentki’s employment is
terminated or his duties are materially reduced within 30 days prior to or
one
year following such change of control event, in addition to the cash severance
payment equal to 24 months of his annual salary, and up to 12 months of COBRA
coverage, all of his stock options shall immediately vest.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
99.1
Press Release
issued on July 7, 2008
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.
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A.P.
PHARMA, INC.
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Date:
July 7, 2008
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By:
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/s/
Gregory
Turnbull
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Name:
Gregory Turnbull
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Title: Chief
Financial Officer
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A.P.
PHARMA APPOINTS RONALD J. PRENTKI AS PRESIDENT, CHIEF
EXECUTIVE OFFICER AND MEMBER OF ITS BOARD OF DIRECTORS
REDWOOD
CITY, Calif. (July 7, 2008) –
A.P. Pharma, Inc. (NASDAQ: APPA), a specialty pharmaceutical company, has
appointed Ronald J. Prentki as President, Chief Executive Officer and a member
of the company’s board of directors, effective July 7, 2008. Mr.
Prentki succeeds Gregory Turnbull, who will remain a company director, a member
of the board’s executive committee and, until a permanent successor is
recruited, interim chief financial officer.
“I
am
delighted to welcome Ron Prentki as our new CEO. Ron brings a wealth of
experience in business development, commercialization and general management
to
A.P. Pharma,” stated Dr. Paul Goddard, the company’s chairman. “We
believe that Ron will provide the strong leadership we need as we further
develop a pipeline of products based upon our bioerodible drug
delivery system and in particular, our lead product APF530, for the prevention
of nausea and vomiting in chemotherapy patients.”
Having
spent thirty years in the pharmaceutical and biotech industries, Ron Prentki
joins A.P. Pharma from Easton Healthcare Ventures, LLC, a business development
and consulting company he founded in 2005. Previously, he served for
seven years as president and on the board of directors at Progenics
Pharmaceuticals, Inc., a biopharmaceutical company focusing on the development
of products for HIV, cancer and supportive care. While at Progenics,
he played a major role in the acquisition and development of the company’s lead
supportive care product RELISTOR™ (methylnaltrexone), which recently received
FDA approval for the treatment of opioid-induced constipation in patients with
advanced illness.
Prior
to
joining Progenics, Mr. Prentki acquired significant pharmaceutical industry
experience while serving as vice president of business development and strategic
planning for the U.S. division of Hoffman-La Roche; vice president of business
development for Sanofi Pharma & Sterling Drug; director of cardiovascular
products and manager of anticancer products for Bristol-Myers Squibb; and in
various management positions at Miles Laboratories. He earned his MBA
at the University of Detroit, and holds an undergraduate degree in Microbiology
and Public Health from Michigan State University.
“I
am honored and excited to be joining A.P. Pharma at this important time in
the
company’s history,” stated Mr. Prentki. “I look forward to continuing
the leadership that Greg Turnbull has brought to the company and to working
closely with the board and the entire team at A.P. Pharma to advance the
company’s lead program, APF530, through development and registration toward
commercialization. The company’s proprietary Biochronomer technology has the
potential for broad application, and I believe the opportunity exists to create
a pipeline of products which will generate additional long-term value for
shareholders.”
About
A.P. Pharma
A.P.
Pharma is a specialty pharmaceutical company focused on the development of
ethical (prescription) pharmaceuticals utilizing its proprietary polymer-based
drug delivery systems. The company's primary focus is the development and
commercialization of its bioerodible injectable and implantable systems under
the trade name Biochronomer. Initial target areas of application for the
company's drug delivery technology include anti-nausea, pain management,
anti-inflammation and DNA/RNAI applications. For further information visit
the
company's web site at www.appharma.com.
Forward-looking
Statements
This
news
release contains “forward-looking statements” as defined by the Private
Securities Reform Act of 1995. These forward-looking statements
involve risks and uncertainties, including uncertainties associated with
expected management contributions by Mr. Prentki, timely development, approval,
launch and acceptance of new products, satisfactory completion of clinical
studies, establishment of new corporate alliances, progress in research and
development programs and other risks and uncertainties identified in the
company’s filings with the Securities and Exchange Commission. We
caution investors that forward-looking statements reflect our analysis only
on
their stated date. We do not intend to update them except as required
by law.
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Investor
Relations Contacts:
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Company
Contacts:
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Lippert/Heilshorn
& Associates
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Gregory
Turnbull
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Don
Markley (dmarkley@lhai.com)
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Chief
Financial Officer
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(310)
691-7100
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(650)
366-2626
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