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
May 1, 2007
Date of Report (Date of earliest event reported)
Discovery Laboratories, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-26422 | 94-3171943 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2600 Kelly Road, Suite 100
Warrington, Pennsylvania 18976
(Address of principal executive offices)
(215) 488-9300
(Registrant's telephone number, including area code)
(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:
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 May 2, 2007, Discovery Laboratories, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended March 31, 2007, providing selected updates on the progress of regulatory and manufacturing activities associated with the Company’s lead product, Surfaxin® (lucinactant) for the prevention of Respiratory Distress Syndrome (RDS) in premature infants and discussing the appointment of W. Thomas Amick as Chairman of the Company’s Board of Directors in March. The press release is attached as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto 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 any such filings.
Item 8.01. Other Events.
On May 1, 2007, the United States District Court for the Eastern District of Pennsylvania dismissed, without prejudice, the consolidated shareholder derivative complaints initially filed in May and June 2006 and amended on December 29, 2006 against the Company and certain of its executive officers and directors. The plaintiffs were granted leave to file an amended complaint by May 15, 2007.
On May 3, 2007, the Company held a conference call to discuss the financial results for the first quarter. During the conference call, John G. Cooper, the Company’s Executive Vice President and Chief Financial Officer provided an estimate of aggregate cash outflows from operating and investing activities for the second quarter of approximately $9.0 million to $9.5 million. This estimate represents an increase of approximately $0.5 million from the guidance provided for the first quarter of 2007, primarily as a result of activities associated with the development of Aerosurf™, the Company’s aerosolized surfactant platform.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press release dated May 2, 2007 |
Cautionary Note Regarding Forward-looking Statements:
To the extent that statements in this Current Report on Form 8-K are not strictly historical, including statements as to business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company’s product development or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Such risks and others are further described in the Company’s filings with the Securities and Exchange Commission including the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto.
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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.
Discovery Laboratories, Inc. | |
By: /s/ Robert J. Capetola | |
Name: Robert J. Capetola, Ph.D. | |
Title: President and Chief Executive Officer |
Date: May 3, 2007
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