| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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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)
October 11, 2004
Corcept Therapeutics Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-50679 | 77-0487658 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 275 Middlefield Road, Suite A Menlo Park, California |
94025 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(650) 327-3270
| (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:
| ¨ | 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 Principal Officers; Election of Directors; Appointment of Principal Officers
(d) On October 12, 2004, Corcept Therapeutics Incorporated (the “Company”) issued a press release announcing the appointment of James A. Harper as a member of its board of directors, effective as of October 11, 2004. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Mr. Harper has spent 30 years in the pharmaceutical and healthcare industries, all in positions with Eli Lilly and Company, from which he retired in 2004. He served as Group Vice President and Chief Marketing Officer from 2001 to 2004 and as President, Diabetes and Growth Disorders Business Unit / Product Group from 1994 to 2001. Mr. Harper was Vice President, Global Pharmaceutical Marketing, from 1993 to 1994 and was President and CEO, Advanced Cardiovascular Systems, Inc. from 1991 to 1993. He currently also serves as the vice chair of the board of the American Diabetes Association Research Foundation as well as being a member of the board of directors of Zymogenetics, Inc., a biotechnology company. Mr. Harper holds an MBA from the Wharton School of Business in Marketing/Finance, and a BA degree in Biology from Vanderbilt University.
The authorized number of directors of the Company was increased from nine to ten in connection with the appointment of Mr. Harper to the board of directors.
The Company’s board of directors has not determined on which committees of the board Mr. Harper will serve.
There has not been any transaction or series of similar transactions, nor is there currently proposed any transaction or series of similar transactions, to which the Company was, is, or would be a party, and in which the amount involved exceeded or would exceed $60,000 and in which Mr. Harper or any member of the immediate family of Mr. Harper had or will have a direct or indirect material interest, other than the grant to Mr. Harper of a an option to purchase 60,000 shares of the Company’s common stock in connection with his appointment to the board of directors. The ability to exercise the option and purchase the underlying shares is based on the following vesting schedule: The first 20% of the underlying shares vest on October 11, 2005 and an additional 1.67% of the underlying shares vest on each monthly anniversary thereof through October 11, 2009.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
| Exhibit 99.1 | Press release dated October 12, 2004 |
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, thereto duly authorized.
| CORCEPT THERAPEUTICS INCORPORATED | ||
| By: | /s/ Fred Kurland | |
| Name: | Fred Kurland | |
| Title: | Chief Financial Officer | |
Date: October 14, 2004
EXHIBIT INDEX
| Exhibit 99.1 | Press release dated October 12, 2004 |
Exhibit 99.1
Press Release
| CONTACT: | ||
| Fred Kurland | ||
| Chief Financial Officer | ||
| Corcept Therapeutics | ||
| 650-327-3270 | ||
| IR@corcept.com www.corcept.com |
CORCEPT THERAPEUTICS APPOINTS JAMES A. HARPER
TO BOARD OF DIRECTORS
MENLO PARK, Calif., (October 12, 2004) – Corcept Therapeutics announced today that James A. Harper has been appointed to the Company’s board of directors effective immediately.
“We are delighted to have an individual of Jim’s caliber, who brings significant pharmaceutical marketing and management expertise to Corcept,” said Joseph K. Belanoff, M.D., Corcept’s chief executive officer. “We expect to draw from Jim’s vast experience with global marketing, particularly with major product launches, as we prepare for the commercialization of CORLUX™ for the treatment of the psychotic features of Psychotic Major Depression (PMD).”
Mr. Harper has 30 years of global experience in the pharmaceutical and medical device industries. He recently retired from the post of group vice president of global marketing and sales at Eli Lilly and Company. Mr. Harper gained significant marketing, operations and strategic expertise during his career. He implemented innovative approaches to product development, and led many successful product launches, including significant major neuroscience therapies. Earlier in his career, Mr. Harper also served as president and CEO of Advanced Cardiovascular Systems, Inc. during its transition from an early stage company to a highly profitable enterprise.
“I am excited to be joining Corcept’s board of directors at this important juncture for the company,” stated Mr. Harper. “Corcept’s CORLUX is tackling an important, unmet medical need. If the development program and particularly the pivotal clinical trials are successful, Corcept will have an exciting opportunity to address a large and underserved patient population.”
Mr. Harper currently also serves as the vice chair of the board of the American Diabetes Association Research Foundation as well as being a member of the board of directors of Zymogenetics, Inc., a biotechnology company. He holds an MBA from the Wharton School of Business in Marketing/Finance, and a BA degree in Biology from Vanderbilt University.
About Corcept Therapeutics Incorporated
Corcept Therapeutics Incorporated is a pharmaceutical company engaged in the development of drugs for the treatment of severe psychiatric and neurological diseases. Corcept’s lead product, CORLUX, is currently in pivotal Phase III clinical trials for the treatment of the psychotic
features of psychotic major depression. The drug is administered orally to PMD patients once per day for seven days. CORLUX, a potent GR-II antagonist, appears to mitigate the effects of the elevated and abnormal release patterns of cortisol seen in PMD. Corcept is also conducting a clinical trial to evaluate the safety and efficacy of our product in improving cognition in patients with mild to moderate Alzheimer’s disease. For additional information about the company, please visit www.corcept.com.
Statements made in this news release, other than statements of historical fact, are forward-looking statements, including, for example, statements relating to our PMD clinical development program. Forward-looking statements are subject to a number of known and unknown risks and uncertainties which might cause actual results to differ materially from those expressed or implied by such statements. For example, there can be no assurances with respect to the commercializability of the company’s products. Risk factors are set forth in the Company’s SEC filings, all of which are available from our website (www.corcept.com) or from the SEC’s website (www.sec.gov). We disclaim any intention or duty to update any forward-looking statement made in this news release.
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