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): March 9, 2010
Achillion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33095 | | 52-2113479 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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300 George Street New Haven, CT | | 06511 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (203) 624-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K 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 14a-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)). |
| Item 2.02. | Results of Operations and Financial Condition |
On March 11, 2010, Achillion Pharmaceuticals, Inc. (the “Company”) announced its financial results for the fiscal quarter and fiscal year ended December 31, 2009. The full text of the press release issued on March 12, 2010 in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 9, 2010, the Board of Directors of the Company elected David Scheer as Chairman of the Board. Mr. Scheer has been a director of the Company since August 1998, and currently serves as Chairman of the Company’s Nominating and Corporate Governance Committee.
In connection with this appointment, the Board of Directors approved a modification to the Company’s Director Compensation Policy to reflect that in addition to the $25,000 annual retainer each non-employer director receives, the Chairman of the Board will receive an additional $25,000 annual retainer.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
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| 99.1 | | Press Release dated March 12, 2010 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: March 12, 2010 | | ACHILLION PHARMACEUTICALS, INC. |
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| | By: | | /s/ Mary Kay Fenton |
| | | | Mary Kay Fenton |
| | | | Chief Financial Officer |
Exhibit Index
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| 99.1 | | Press Release dated March 12, 2010 |
