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 1, 2010
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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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 Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(d) On
February 1, 2010, R. Scott Greer was appointed to the board of directors of
Nektar Therapeutics, a Delaware corporation (the “Company”), as a Class
III Director whose initial term will end at our 2010 Annual Meeting of
Stockholders. Our board has determined that Mr. Greer is an
independent director as that term is defined by the Securities and Exchange
Commission and the Nasdaq Stock Market, Inc. The board has not yet determined on
which board committees Mr. Greer will serve.
Mr. Greer,
age 51, currently serves as Managing Director of Numenor Ventures, LLC, a
venture capital firm. In 1996, Mr. Greer co-founded Abgenix, Inc.,
a company that specialized in the discovery, development and
manufacture of human therapeutic antibodies, and from June 1996 through May
2002, he served as its Chief Executive Officer. He also served as a
director of Abgenix from 1996 and Chairman of the board of directors from 2000
until the acquisition of Abgenix by Amgen, Inc. in April 2006. Prior
to Abgenix’s formation, Mr. Greer held senior management positions at Cell
Genesys, Inc., a biotechnology company, initially as Chief Financial Officer and
Vice President of Corporate Development and later as Senior Vice President of
Corporate Development, and various positions at Genetics Institute, Inc., a
biotechnology research and development company. Since May 2003, Mr.
Greer has served as Chairman of the board of directors of Acologix, Inc., a
privately-held development-stage biotechnology company and, since May 2000, as a
director of Acologix. Mr. Greer served as Chairman of the board
of directors of Sirna Therapeutics, Inc., a biotechnology company, from 2003
until its merger with Merck & Co., Inc. in December 2006. Mr.
Greer received a B.A. in Economics from Whitman College and an M.B.A. degree
from Harvard University. Mr. Greer also was a certified public
accountant.
There are
no arrangements or understandings between Mr. Greer and any other persons
pursuant to which he was selected as a director. There are no current or
proposed transactions between the Company and Mr. Greer or his immediate family
members that would require disclosure under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission.
Mr. Greer
will participate in the Company’s Amended and Restated Compensation Plan for
Non-Employee Directors (the “Plan”), previously
filed on December 14, 2009, with the Securities and Exchange Commission as
Exhibit 10.1 to the Current Report on Form 8-K. Our non-employee
directors are eligible to participate in the Plan.
Item 7.01. Regulation FD
Disclosure
On
February 2, 2010, the Company issued a press release announcing the appointment
of Mr. Greer to the board of directors, a copy of which is furnished herewith as
Exhibit 99.1 to this Current Report. The information in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, nor shall such information be deemed to be incorporated by reference in
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as otherwise stated in such
filing.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits:
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Exhibit
No.
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Description
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99.1
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Press
release issued by Nektar Therapeutics on February 2, 2010 entitled “Nektar
Therapeutics Appoints R. Scott Greer to Board of
Directors.”
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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.
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By:
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/s/
Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date:
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February
2, 2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued by Nektar Therapeutics on February 2, 2010 entitled “Nektar
Therapeutics Appoints Scott Greer to Board of
Directors.”
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News
Release
Nektar
Therapeutics Appoints R. Scott Greer to Board of Directors
San Carlos, Calif., February 2,
2010 – Nektar Therapeutics (Nasdaq: NKTR) today announced that R. Scott
Greer has joined the company’s Board of Directors. Mr. Greer is an
accomplished industry leader with more than 25 years of experience in the
biopharmaceutical industry. The addition of Mr. Greer brings the
total number of Nektar Board members to nine.
"Scott’s
wealth of strategic and operational experience will serve as a valued addition
to our Board," said Howard W. Robin, President and Chief Executive Officer of
Nektar and member of the Board of Directors. “The guidance and insight of
successful leaders like Scott help support our strategic business objectives as
we drive multiple programs through the clinic and continue to build shareholder
value.”
Mr. Greer
is currently Managing Director of Numenor Ventures, LLC, where he has made
direct investments in nearly twenty healthcare, technology, and consumer product
companies. Mr. Greer founded Abgenix, Inc., a biotechnology company
focused on developing human antibody-based therapeutics. He served as
Abgenix’s Chief Executive Officer from 1996 to 2002, and its Chairman from 2000
to 2006 when the company was acquired by Amgen, Inc. for approximately $2.2
billion. Mr. Greer invested in and served as Chairman of the Board of
Sirna Therapeutics, a publicly-traded biotechnology company that was sold to
Merck for more than $1.1 billion in December 2006. Prior to forming
Abgenix, Mr. Greer spent five years at Cell Genesys, Inc., initially as Chief
Financial Officer and Vice President of Corporate Development and later as
Senior Vice President of Corporate Development. Mr. Greer is
currently Chairman of the Board of Acologix, Inc., a development-stage
biotechnology company and in the past has served on the boards of numerous
public and private life sciences companies. Mr. Greer has a B.A. in
economics from Whitman College and an M.B.A. from Harvard
University.
"Nektar
possesses a powerful drug development platform, a rich and deep pipeline and a
strong financial position. I look forward to working with Howard and
the Board to support the company’s continued success as it capitalizes on its
proven polymer conjugate technology across multiple therapeutic areas,” said Mr.
Greer.
About
Nektar
Nektar
Therapeutics is a biopharmaceutical company developing novel therapeutics based
on its PEGylation and advanced polymer conjugation technology
platforms. Nektar's technology and drug development expertise have
enabled nine approved products in the U.S. or Europe for leading
biopharmaceutical company partners, including UCB's Cimzia® for Crohn's disease
and rheumatoid arthritis, Roche's PEGASYS(R) for hepatitis C and Amgen's
Neulasta® for neutropenia.
Nektar
has created a robust pipeline of potentially high-value therapeutics to address
unmet medical needs by leveraging and expanding its technology
platforms. Nektar is currently conducting clinical and preclinical
programs in oncology, pain and other therapeutic areas. Nektar recently entered
into an exclusive worldwide license agreement with AstraZeneca for its oral
NKTR-118 program to treat opioid-induced constipation and its NKTR-119 program
for the treatment of pain without constipation side effects. NKTR-102
is being evaluated in Phase 2 clinical studies for the treatment of ovarian,
breast and colorectal cancers. NKTR-105 is in a Phase 1 clinical
study in cancer patients with refractory solid tumors.
Nektar is
headquartered in San Carlos, California, with additional R&D operations in
Huntsville, Alabama and Hyderabad, India. Further information about
the company and its drug development programs and capabilities may be found
online at http://www.nektar.com.
This
press release contains forward-looking statements that reflect management's
current views regarding the value and potential of Nektar's technology platform,
Nektar's pipeline of product candidates in development, and certain of Nektar's
collaborations with third parties. These forward-looking statements
involve risks and uncertainties, including but not limited to: (i) Nektar's
proprietary product candidates and those of its partners are in the early to
mid-stage phases of clinical development and the risk of failure is high and can
occur at any stage prior to regulatory approval; (ii) Nektar or its partners may
not be able to successfully obtain regulatory approval for product candidates in
development; (iii) Nektar's commercialization partners may not be successful in
their sales and marketing efforts even if current product candidates
successfully receive future regulatory approval in one or more markets; (iv)
Nektar's patent applications for its technology platforms and proprietary or
partner product candidates may not issue, patents that have issued may not be
enforceable; and/or intellectual property licenses from third parties may be
required in the future as a result of litigation or otherwise; and (v) other
important risks and uncertainties set forth in Nektar's most recent Quarterly
Report on Form 10-Q filed on November 5, 2009 and its Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 6,
2009. Actual results could differ materially from the forward-looking
statements contained in this press release. Nektar undertakes no
obligation to update forward-looking statements, whether as a result of new
information, future events or otherwise.
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Nektar
Investor Inquiries:
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Jennifer
Ruddock/Nektar Therapeutics
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(650)
631-4954
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Susan
Noonan/SAN Group
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(212)
966-3650
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Nektar
Media Inquiries:
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Karen
Bergman/BCC Partners
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(650)
575-1509
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Michelle
Corral/BCC Partners
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(415)
794-8662
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