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): May 2, 2011
| Sucampo Pharmaceuticals, Inc. |
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33609 | 30-0520478 |
(State or Other Juris- diction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4520 East-West Highway, Suite 300 Bethesda, Maryland | 20814 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 961-3400
| |
| (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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
On May 2, 2011, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Sucampo Pharmaceuticals, Inc. (the "Company") took the following actions relating to executive and board compensation:
Stock Options for Executive Officers and Non-Independent Directors — Approval of Grant for May 2, 2011. The Compensation Committee granted stock options to Dr. Ueno, Dr. Kuno and Messrs. Egan, Dolecek, Miele, and Knapp under the Company's 2006 Stock Incentive Plan, as amended and restated (the “Plan”). The stock option grants are evidenced by the Company's form of Stock Option Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1. The options are both durational and performance-based. The durational stock options (a) vest in equal annual installments over the four-year period commencing on the first anniversary of the date of grant (i.e., the first 1/4 of the stock option grant would vest on the first anniversary of the date of grant) so long as the executive officer is in continuous service with the Company on each such date (subject to certain exceptions), (b) have an exercise price equal to the closing price of the Company's common stock on the Nasdaq Global Market on the date of grant, and (c) have a term of 10 years from such date. The performance-based options (a) vest in certain percentages based on the attainment of specific stock price targets over a 30 day trading period so long as the executive officer is in continuous service with the Company on each such date (subject to certain exceptions), (b) have an exercise price equal to the closing price of the Company's common stock on the Nasdaq Global Market on the date of grant, and (c) must vest within a term of 4 years from such date but otherwise have a term of 10 years from the date of grant. The stock option grants approved by the Compensation Committee for the named executive officers are set forth in the table below.
Stock Options for Independent Directors — Approval of Grant for May 2, 2011. The Compensation Committee granted stock options to the four independent directors, Messrs. Celeste, Ashton, Ferrara, and Maudlin, under the Plan. The stock option grants are in place of the annual stock option grants approved by the Compensation Committee in 2009. The stock option grants are evidenced by the Company's form of Stock Option Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1. The options are both durational and performance-based. The durational stock options (a) vest in equal annual installments over the four-year period commencing on the first anniversary of the date of grant (i.e., the first 1/4 of the stock option grant would vest on the first anniversary of the date of grant) so long as the director is in continuous service with the Company on each such date (subject to certain exceptions), (b) have an exercise price equal to the closing price of the Company's common stock on the Nasdaq Global Market on the date of grant, and (c) have a term of 10 years from such date. The performance-based options (a) vest in certain percentages based on the attainment of specific stock price targets over a 30 days trading period so long as the director is in continuous service with the Company on each such date (subject to certain exceptions), (b) have an exercise price equal to the closing price of the Company's common stock on the Nasdaq Global Market on the date of grant, and (c) must vest within a term of 4 years from such date but otherwise have a term of 10 years from the date of grant. The stock option grants approved by the Compensation Committee for the named independent directors are set forth in the table below.
| | | Securities Underlying May 2, 2011 Stock Option Grant |
| Independent Directors | | Durational-based Options | | Performance-based Options |
| | | | | |
| William L. Ashton | | 18,000 | | 12,000 |
| | | | | |
| Anthony C. Celeste | | 18,000 | | 12,000 |
| | | | | |
| Andrew J. Ferrara | | 18,000 | | 12,000 |
| | | | | |
| Timothy I. Maudlin | | 18,000 | | 12,000 |
| | | | | |
| Named Executive Officers | | | | |
| | | | | |
| Ryuji Ueno, M.D., PH.D., PH.D. | | 170,000 | | 300,000 |
| Chairman, Chief Executive Officer and Chief Scientific Officer | | | | |
| | | | | |
| Sachiko Kuno, PH.D. | | 33,280 | | 65,000 |
| Executive Director, International Business Development | | | | |
| | | | | |
| James J. Egan | | - | | 156,250 |
| Chief Operating Officer | | | | |
| | | | | |
| Gayle R. Dolecek, P.D., M.P.H. | | 57,600 | | 112,500 |
| Senior Vice President, Research and Development | | | | |
| | | | | |
| Stanley G. Miele | | 24,000 | | 125,000 |
President of Sucampo Pharma Americas, Inc. and Senior Vice President, Sales and Marketing | | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
10.1 Form of Sucampo Pharmaceuticals, Inc.’s May 2011 Stock Option Agreement.
SIGNATURE
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.
| | | SUCAMPO PHARMACEUTICALS, INC. | |
| Date: May 6, 2011 | By: | /s/ ANDREW P. SMITH | |
| | | Name: | Andrew P. Smith | |
| | | Title: | Principal Accounting Officer | |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 10.1 | Form of Sucampo Pharmaceuticals, Inc.’s May 2011 Stock Option Agreement |
