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): July 29, 2016
OPHTHOTECH CORPORATION
(Exact Name of Company as Specified in Charter)
Delaware |
| 001-36080 |
| 20-8185347 |
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
of Incorporation) |
| File Number) |
| Identification No.) |
One Penn Plaza, 19th Floor
New York, NY 10119
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: (212) 845-8200
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 August 3, 2016, Ophthotech Corporation announced its financial and operating results for the quarter ended June 30, 2016 and provided an update on its business and product development programs. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into Item 2.02 of this Form 8-K.
The information contained or incorporated by reference in Item 2.02 of 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, as amended (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, as amended, 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 July 29, 2016, the Board of Directors (the “Board”) of Ophthotech Corporation (the “Company”) elected Ian Smith as a director of the Company, effective as of August 2, 2016. Mr. Smith was appointed as a Class I director to fill a vacancy on the Board and will serve in accordance with the Amended and Restated Bylaws of the Company until the 2017 annual meeting of stockholders and thereafter until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Smith was also appointed to serve as Chairman of the Audit Committee of the Board. Following Mr. Smith’s appointment, the Audit Committee is now comprised of Mr. Smith, Axel Bolte and David Redlick.
In accordance with the Company’s director compensation policy (the “Policy”), Mr. Smith will receive (i) annual cash compensation of $45,000 for his service as a director, (ii) additional annual cash compensation of $20,000 as the Chairman of the Audit Committee and (iii) reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and committees thereof. In addition, in accordance with the Policy, Mr. Smith was granted a stock option to purchase up to 20,000 shares of the Company’s common stock at a per share exercise price of $62.63, which was the closing price of the Company’s common stock on the grant date of August 2, 2016. The options will vest monthly in equal amounts over a three-year period following the date of grant, subject to continued service with the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press Release dated August 3, 2016.
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.
| OPHTHOTECH CORPORATION | |
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| |
Date: August 3, 2016 | By: | /s/ Barbara A. Wood |
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| Barbara A. Wood |
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| Senior Vice President, General Counsel and Secretary |