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): March 31, 2004
ARROWHEAD RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-21898 46-0408024
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 S. Los Robles, Ste. 480, Pasadena, CA 91101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 792-5549
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Changes in the Composition of the Board of Directors
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Arrowhead Research Corporation (the "Company") has previously filed a
Registration Statement on Form S-3 with the Securities and Exchange Commission,
for the purpose of registering for resale under the Securities Act of 1933, as
amended (the "Securities Act") all of the outstanding shares of the Company's
common stock and common stock purchase warrants that were issued without
registration under the Securities Act in connection with the transactions that
resulted in the January 12, 2004 change in control of the Company's ownership
and plan of operations. The Registration Statement on Form S-3 has not yet
become effective, and none of the securities may publicly be sold nor may offers
to buy be accepted prior to the time the Registration Statement becomes
effective. This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the
securities covered by the Registration Statement on Form S-3 in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
An application is being submitted to The NASDAQ Stock Market for the
approval of the Company's common stock and stock purchase warrants for
quotation on The NASDAQ SmallCap Market as of such time as the Registration
Statement becomes effective under the Securities Act. Among other conditions to
a listing on The NASDAQ SmallCap Market, the Company must have a majority
of "independent directors," as defined in the NASDAQ Marketplace Rules.
Accordingly, on March 31, 2004, Drs. Charles Patrick Collier and Marc W.
Bockrath resigned from the Company's Board of Directors, in order to create
vacancies on the Board of Directors that could be filled by individuals who
would meet the "independent director" requirement for a NASDAQ listing. Prior to
their resignations from the Board of Directors, there were no disagreements
between the Company and either of Drs. Collier and Bockrath on any matter
relating to the Company's operations, policies or practices.
On April 5, 2004, Charles P. McKenney was elected by the Company's Board of
Directors to fill one of the two vacancies on the Board created by the
resignations of Drs. Collier and Bockrath. As a result of his election as a
director, the Company's Board of Directors currently is comprised of five
individuals, three of whom, Edward W. Frykman, LeRoy Rahn and Mr. McKenney, are
"independent" for purposes of the proposed listing on The NASDAQ SmallCap
Market.
Mr. McKenney, age 65, has maintained a government affairs law practice in
Pasadena, California since 1989, representing businesses and organizations in
their relations with government regarding their obligations under state and
local land use and trade practices laws. From 1973 through 1989, he served as
Attorney for Corporate Government Affairs for Sears, Roebuck and Co., helping
organize and carry out Sears' Western state and local government relations
programs. Mr. McKenney has served two terms on the Pasadena, California City
council, on several city boards and committees in Pasadena, including three city
Charter Reform Task Forces, and as Pasadena's first appointee to the Santa
Monica Mountains Conservancy Advisory Committee. He has been granted an option
to purchase, at the price of $1.00, up to 25,000 shares of the Company's common
stock under the Company's 2000 Stock Option Plan.
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Establishment of an Audit Committee.
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With the addition of Mr. McKenney to the Board of Directors, an Audit
Committee of the Board of Directors has been established, comprised of the three
independent directors, Messrs. Frykman, Rahn and McKenney. The Audit Committee
is responsible for retaining, evaluating and, if appropriate, recommending
the termination of the Company's independent accountants and is primarily
responsible for approving the services performed by the Company's independent
accountants and for reviewing and evaluating the Company's accounting
principles, financial reporting practices, and its system of internal accounting
controls. The Audit Committee is also responsible for maintaining communication
between the Board of Directors and the Company's independent accountants. The
Board of Directors has determined that Mr. Frykman is an "audit committee
financial expert" as defined in Item 401(e) of Regulation S-B under the
Securities Exchange Act of 1934.
Adoption of Code of Corporate Conduct
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The Company's Board of Directors also has adopted a Code of Corporate
Conduct that applies to all of the Company's employees, including its chief
executive officer, chief financial and accounting officer, president and any
persons performing similar functions. A copy of the Code of Corporate Conduct is
filed herewith as an Exhibit to this Current Report on Form 8-K, and shortly
will be available on the Company's internet website at www.arrowres.com, or by
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written request addressed to the Company at 150 S. Los Robles Avenue, Suite
480, Pasadena, California 91101.
Formation of a Scientific Advisory Board
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Concurrent with their resignations from the Company's Board of Directors,
Drs. Bockrath and Collier were elected to serve on the Company's newly
established Scientific Advisory Board. The Scientific Advisory Board will be
comprised of individuals who can provide consultation to the Company's
Management on scientific matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following document is filed as an exhibit to this
Current Report on Form 8-K:
Exhibit No. Description Page Number
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14 Code of Corporate Conduct 5
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
Please see Item 5 above.
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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.
Date: April 5, 2004
ARROWHEAD RESEARCH CORPORATION
By: /s/ R. Bruce Stewart
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R. Bruce Stewart, President
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