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 13, 2015
XENOPORT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-51329 | 94-3330837 |
(Commission File No.) | (IRS Employer Identification No.) |
3410 Central Expressway Santa Clara, California 95051 |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code (408) 616-7200
N/A
(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 (see General Instruction A.2. below):
⃞ 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))
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On February 19, 2015, XenoPort, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and year ended December 31, 2014. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by XenoPort, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Section 5 – Corporate Governance and Management
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 13, 2015, Gianna M. Bosko notified the Company of her decision to resign from her position as senior vice president, chief legal officer and secretary of the Company, effective as of February 28, 2015. Pursuant to a consulting agreement, made effective March 1, 2015, Ms. Bosko will be available through March 1, 2016 (the “Consultancy Period”) to provide additional consulting services to the Company in the field of general legal, corporate governance and business matters, at a rate of $500.00 per hour. During the Consultancy Period, the equity awards previously granted to Ms. Bosko pursuant to the Company’s equity incentive plans will continue in accordance with their existing terms, though the vesting of such equity awards will terminate as of February 28, 2015.
Section 9 – Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| Exhibit | Description | |||
| 99.1 | Press release, dated February 19, 2015, relating to XenoPort’s financial results for the fourth quarter and year ended December 31, 2014. |
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.
XENOPORT, INC. | |||
| (Registrant) | |||
Dated: | February 19, 2015 | By: | /s/ William G. Harris |
William G. Harris | |||
Senior Vice President of Finance and | |||
EXHIBIT INDEX
| Exhibit | Description | ||
| 99.1 | Press release, dated February 19, 2015, relating to XenoPort’s financial results for the fourth quarter and year ended December 31, 2014. |