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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): August 27, 2007
NEKTAR THERAPEUTICS
(Exact name of Registrant as specified in its charter)
Delaware 0-24006 94-3134940
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Industrial Road
San Carlos, California 94070
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (650) 631-3100
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:
|_| 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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2007, the Board of Directors of Nektar Therapeutics (the
"Company") appointed Mr. Lutz Lingnau as a new director to fill the vacancy
created by resolution of the Board of Directors to increase the authorized
number of directors from 9 to 10. Mr. Lingnau will serve until the 2010 annual
meeting of stockholders or until his successor is duly elected and qualified. On
August 29, 2007, the Company issued a press release announcing the appointment
of Mr. Lingnau, a copy of which is included as Exhibit 99.1 to this filing.
Mr. Lingnau, age 64, retired from Schering AG Group, Germany, in 2005 as a
member of Schering AG's Executive Board and as Vice Chairman, President and
Chief Executive Officer of Schering Berlin, Inc., a United States subsidiary.
Prior to his retirement, Mr. Lingnau was responsible for Schering AG's worldwide
specialized therapeutics and dermatology businesses. He joined Schering AG's
business trainee program in 1966. Throughout his career at Schering AG, he
served in various capacities and in a number of subsidiaries in South America
and the United States, including his roles as President of Berlex Laboratories,
Inc., from 1983 to 1985, as the Head of Worldwide Sales and Marketing in the
Pharmaceutical Division of Schering AG, from 1985 to 1989, and as Chairman of
Berlex Laboratories, Inc. from 1985 to 2005. Mr. Lingnau is currently a member
of the Supervisory Board of LANXESS AG, Chairman of the Board of Directors of
Micropharma Limited, a biotechnology company, and was a member of the Board of
Directors of Sirna Therapeutics, Inc., a biotechnology company, from February
2006 through the closing of the acquisition of Sirna by Merck & Co., Inc. in
December 2006.
There are no arrangements or understandings between Mr. Lingnau and any
other persons pursuant to which he was selected as a director. Mr. Lingnau will
participate in the Company's Amended and Restated Compensation Plan for
Non-Employee Directors filed by the Company on February 23, 2007 with the
Securities and Exchange Commission on a Current Report on Form 8-K. Mr. Lingnau
is not a party to any transaction with the Company that would require disclosure
under Item 404(a) of Securities and Exchange Commission's Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
No. Description
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99.1 Press release titled "Nektar Therapeutics Appoints Lutz Lingnau as
New Board Member."
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Gil M. Labrucherie
-----------------------------------
Gil M. Labrucherie
Senior Vice President, General
Counsel and Secretary
Date: August 29, 2007
NEKTAR
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News Release
Necktar Therapeutics 150 Industrial Road San Carlos, CA
650-631-3100 Phone 650-631-3150 Fax www.nektar.com
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Nektar Therapeutics Appoints Lutz Lingnau as New Board Member
San Carlos, Calif., August 29, 2007 --- Nektar Therapeutics (Nasdaq: NKTR)
announced today that Mr. Lutz Lingnau has been appointed to serve on its board
of directors. Lingnau is a highly-respected pharmaceutical industry leader with
over 35 years of experience in corporate management, product development and
marketing.
"Lutz Lingnau brings to Nektar extensive pharmaceutical development and
commercialization experience at an important point in the company's evolution,"
said Howard W. Robin, President and CEO of Nektar. "As we continue to drive our
proprietary programs through the clinic, it is imperative that we leverage the
strategic guidance of leaders like Lutz who have a proven track record of
bringing successful therapeutics to market."
Most recently, Lingnau was a member of the Executive Board at Schering AG and
Vice Chairman, President and CEO of Schering Berlin, Inc. While at Schering AG,
he was responsible for the worldwide specialized therapeutics business and also
held a number of other executive positions including Head of Worldwide Sales and
Marketing in the Pharmaceutical Division, and Chairman and President of Berlex
Laboratories, Inc.
"Nektar's innovative development of therapeutics using its proprietary
PEGylation and pulmonary technologies is among the most important areas in
biopharmaceutical drug development," Lingnau said. "I look forward to working
with Howard and his executive team as they move Nektar's clinical pipeline
forward and advance the company's strategic business objectives."
Lingnau is also currently a member of the Supervisory Board of LANXESS AG,
Germany and Chairman of the Board of Directors of Micropharma Ltd., Montreal. He
was formerly a member of the Board of Directors of Sirna Therapeutics, which was
acquired by Merck & Co., Inc. in December 2006.
About Nektar
Nektar Therapeutics is a biopharmaceutical company with a mission to develop and
enable differentiated therapeutics with its industry-leading pulmonary and
PEGylation technology platforms. Nektar pulmonary and PEGylation technology,
expertise, manufacturing capabilities and know-how have enabled nine approved
products for partners, which include the world's leading pharmaceutical and
biotechnology companies. Nektar also develops its own products by applying its
pulmonary and PEGylation technology platforms to existing medicines with the
objective to enhance performance, such as improving efficacy, safety and
compliance.
This press release contains forward-looking statements that reflect the
company's current views as to its management team, board of directors, revenue
potential, product pipeline potential and business prospects. These forward-
looking statements involve risks and uncertainties, including but not limited
to: (i) the company's proprietary product candidates and those of certain of its
partners are in the early phases of clinical development and the risk of failure
is high and can occur at any stage prior to regulatory approval, (ii) the
company's or its partner's ability to obtain regulatory approval for product
candidates, (iii) the success of the company's partners in sales and marketing
efforts to generate from approved products and future products (if any), and
(iv) the company's patent applications for its technology platforms and
proprietary or partner product candidates may not issue, patents that have
issued may not be enforceable, or intellectual property licenses from third
parties may be required in the future. Important risks and uncertainties are
detailed in the company's reports and other filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. Actual results could differ materially from the
forward-looking statements contained in this press release. The company
undertakes no obligation to update forward-looking statements, whether as a
result of new information, future events or otherwise.
Contacts:
Tim Warner (650) 283-4915 or twarner@nektar.com (investors)
Stephan Herrera (415) 488-7699 or sherrera@nektar.com (investors)
Jennifer Ruddock (650) 631-4954 or jruddock@nektar.com (media)
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