UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 28, 2013 (October 24, 2013)
Date of Report (date of earliest event reported)
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TRANSCEPT PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 000-51967 | | 33-0960223 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
1003 W. Cutting Blvd., Suite #110
Point Richmond, California 94804
(Address of principal executive offices)
(510) 215-3500
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On October 24, 2013, Retrophin, Inc. filed a purported derivative suit in the Court of Chancery of the State of Delaware against Transcept Pharmaceuticals, Inc.’s (“Transcept”) current directors. The suit purports to assert claims on behalf of Transcept, and alleges that Transcept’s Board of Directors approved and paid excessive compensation to its directors. The complaint seeks, among other things, a declaration that the compensation paid to the directors is excessive and the approval of such compensation is a breach of the directors’ fiduciary duties, a return of any excessive compensation and payment of Retrophin’s costs and attorney’s fees. Transcept’s directors believe the suit is without merit and intend to defend themselves vigorously.
SIGNATURES
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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| | | | | TRANSCEPT PHARMACEUTICALS, INC. |
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| Date: October 28, 2013 | | | | By: | | /s/ Leone D. Patterson |
| | | | | | | Name: Leone D. Patterson |
| | | | | | | Title: Vice President, CFO |
