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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
Date of Report (Date of earliest event reported): July 7, 1998
CHIREX INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 0-27698 04-3296309
incorporation) (Commission File No.) (IRS Employer
Identification No.)
300 Atlantic Street
Suite 402
Stamford, Connecticut 06901
(Address of principal executive offices, including zip code)
(203) 351-2300
(Registrant's telephone number, including area code)
Page 1 of 3 Pages
Exhibit Index on Page 3
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2
Item 5. Other Events
Attached as an Exhibit to this Report is the Press Release issued by
ChiRex Inc. announcing the retirement of Alan R. Clark as Chairman and
Chief Executive Officer and other management changes.
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.
CHIREX INC.
By: /s/ Michael A. Griffith
Date: July 7, 1998 ------------------------
Name: Michael A. Griffith
Title: Office of the Chief Executive
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
99 Press release dated July 7, 1998,
announcing the retirement of Alan R.
Clark as Chairman and Chief Executive
Officer and other management changes.
Contacts:
Michael A. Griffith Douglas MacDougall
Office of the CEO Vice President
ChiRex Inc. Feinstein Kean Partners Inc.
(203) 351-2300 (617) 577-8110
FOR IMMEDIATE RELEASE
CHIREX ANNOUNCES RESTRUCTURING TO IMPLEMENT PRODUCT
MANAGEMENT STRATEGY
-Management Changes Underway-
Stamford, Connecticut, July 7, 1998--ChiRex Inc. (Nasdaq: CHRX), a major
Contract Manufacturing Organization, announced today a restructuring of the
Company's operations. In order to better fulfill the needs of the Company's
pharmaceutical and biotech customers worldwide, ChiRex is shifting to a
product management structure that will emphasize all aspects of customer
service, including rapid and efficient application of the Company's
proprietary technology. The Company also announced management change to
implement the restructuring.
Effective immediately, Alan R. Clark, Chairman and Chief Executive Officer,
is retiring from his executive positions and as a member of the Board to
pursue personal interests. Elizabeth M. Greetham of Weiss, Peck & Greer
Investments, currently a ChiRex Board member, will become Chairman of the
Board of Directors. An Office of the Chief Executive has been established,
to be shared by Michael A. Griffith, who has served as Chief Financial
Officer of ChiRex since its formation, and by Frank J. Wright, currently
Vice President of Operations, based at the ChiRex facility in Annan,
Scotland. An executive search firm has been commissioned to seek a
permanent Chief Executive Officer. Ian Shott, formerly General Manager of
one of the world's largest pharmaceutical contract manufacturing firms,
will be joining ChiRex as Chief Operating Officer and as a member of the
Office of the Chief Executive, effective September 1, 1998.
"Since its formation in 1996, ChiRex has successfully positioned itself as
a major supplier to the world's largest pharmaceutical companies, and we
are extremely grateful to Alan Clark for his leadership during this initial
phase of the Company's evolution," stated Ms. Greetham.
Mr. Griffith described the restructuring as an important strategic move for
ChiRex. "The new team recognizes that ChiRex needs to operate as a true
full-service Contract Manufacturing Organization that can partner with
clients throughout the life cycle of their high-value ethical
pharmaceutical products. We are therefore developing a product management
structure in place of the traditional departmental organization. Such an
approach is the norm for our industry sector, and is much more conducive to
communicating effectively with our customer base. We believe we have put in
place virtually all the elements needed--the technology, the people, the
facilities and the assets--to fulfill our growth objectives for this next
phase of the Company's development.
Mr. Griffith added: "We are particularly pleased to welcome Ian Shott, who
has an outstanding track record in directing global multi-site
manufacturing operations, and guiding them to meet growing market needs. We
believe his energy and experience will be extremely valuable in propelling
ChiRex to a new level of leadership in the industry."
In connection with the restructuring, two operating vice presidents have
also resigned to pursue other opportunities. Additional changes in
operating management may occur in coming weeks as the Company implements
the product management approach. As a result, ChiRex expects to post a
one-time after-tax restructuring charge of approximately $3.3 million, or
$0.28 cents per share, in the third quarter 1998.
Ms. Greetham has been associated with Weiss, Peck & Greer since 1990. She
manages the Weiss, Peck & Greer-Life Sciences Funds, which invest in select
biotechnology stocks. Previously, she was consultant to F. Eberstadt & Co.
She has over 25 years of investment experience as a portfolio manager and
pharmaceutical analyst in the United States and Europe. She has served as a
ChiRex Board member since 1996. She also is a member of the boards of
directors of CliniChem Development, Guilford Pharmaceutical, Sangstat
Medical, and PathoGenesis Corporation. Ms. Greetham earned an MA (Hons)
from the University of Edinburgh.
Mr. Wright joined ChiRex as Vice President of Operations in November 1997,
following the acquisition of Glaxo's Annan facility by ChiRex. During the
previous 16 years, Mr. Wright served in senior positions at Glaxo in
outsourcing and procurement, manufacturing strategy and corporate
development. He trained as a mechanical engineer, and studied business and
management development at Liverpool University and London Business School.
Mr. Shott has more than 20 years experience in the fine chemical industry.
For the past five years, he has served as an executive at Lonza Fine
Chemicals, a Swiss-based contract manufacturing firm. At Lonza he held the
positions of General Manager - Exclusive Fine Chemicals and Head of
International Supply Chain Management: was a member of the Executive
Committee; and served as Head of Corporate Development, Strategic
Development and core Competence Centres. Previously, he served at ICI and
then Zeneca Fine Chemicals for 15 years, culminating in the position of
Business General Manager. Mr. Shott holds a Bsc in Chemical Engineering
from the Imperial College in London.
Michael A. Griffith has served as ChiRex's Chief Financial Officer and a
member of the Board of Directors since 1996. Previously, he was a Director
of Credit Suisse First Boston, and Vice President of Bankers Trust Company.
Mr. Griffith holds a Master of Management in finance, marketing, and
international economics from the J.L. Kellogg Graduate School of Management
at Northwestern University.
ChiRex is a Contract Manufacturing Organization serving the outsourcing
needs of the pharmaceutical industry through its extensive pharmaceutical
fine chemical manufacturing, process development capabilities and
proprietary technologies. The Company supports and supplements the in-house
development and manufacturing capabilities of its pharmaceutical and
biotechnology customers with a broad range of fully integrated services,
accelerating the time from drug discovery to commercialization. ChiRex
currently produces products in its world-class, FDA cGMP manufacturing
facilities located in Dudley, Northumberland, England, and Annan, Scotland,
and employs 610 people. ChiRex holds over 50 patents and patent
applications in the field of chiral chemistry.
Any statements contained in the release that relate to future plans,
events, or performance, are forward-looking statements that involve risk
and uncertainties, including, but not limited to, product development and
market acceptance risks, product manufacturing risks, the impact of
competitive products and pricing, the results of current and future
licensing and other collaborative relationships, the results of financing
efforts, developments regarding intellectual property rights and
litigation, risks of product non-approval or delays or post-approval
reviews by the FDA or foreign regulatory authorities, and other risks
identified in ChiRex Inc.'s Securities and Exchange Commission filings.
Actual results, events or performance may differ materially. Readers are
cautioned not to place undo reliance on these forwarding-looking
statements, which speak only as the date. ChiRex undertakes no obligations
to publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.