Unassociated Document
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): June 5, 2007
VANDA
PHARMACEUTICALS INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-51863
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03-0491827
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(Commission
File No.)
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(IRS
Employer Identification No.)
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9605
Medical Center Drive
Suite 300
Rockville,
Maryland 20850
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (240)
599-4500
Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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(b)
James
B. Tananbaum, M.D., Ph.D. resigned from the registrant’s Board of Directors on
June 5, 2007, effective immediately.
(d)
To
fill the vacancy on the Board created by Dr. Tananbaum’s resignation, and based
upon the recommendation of the registrant’s Nominating/Corporate Governance
Committee, the Board appointed Howard Pien,
age
49,
to the Board as a Class I Director with a term expiring at the 2010 annual
meeting of stockholders. In connection with his appointment to the Board, on
June 5, 2007 Mr. Pien was granted an option to purchase 35,000 shares of the
registrant’s common stock at an exercise price of $21.39 per share. Such option
will vest in equal monthly installments over a period of four years from the
date of the grant, except that in the event of a change of control the option
will accelerate and become immediately exercisable. Mr. Pien has been assigned
to serve on the Compensation Committee of the Board in replacement of Dr.
Tananbaum.
Mr.
Pien
and the registrant will also enter into an indemnification agreement requiring
the registrant to indemnify Mr. Pien to the fullest extent permitted under
Delaware law with respect to his service as a director. The indemnification
agreement will be in the form entered into with the registrant’s other directors
and executive officers. This form is filed
as
Exhibit 10.11 to the registrant’s Registration Statement on Form S-1
(File No. 333-130759), as originally filed on December 29, 2005.
The
Board
of Directors has determined that Mr. Pien is an independent director in
accordance with applicable rules of the Securities and Exchange Commission
and
the NASDAQ Stock Market.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press
release of Vanda Pharmaceuticals Inc. dated June 5, 2007 regarding
the
resignation of James B. Tananbaum, M.D., Ph.D.. from the registrant’s
Board of Directors, and the appointment of Howard Pien to the Board
of
Directors.
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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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VANDA
PHARMACEUTICALS INC.
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By:
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/s/
STEVEN
A. SHALLCROSS
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Name:
Steven A. Shallcross
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Title:
Senior Vice President, Chief Financial
Officer
and Treasurer
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Dated:
June 5, 2007