Current Report Filing (8-k)
04 März 2020 - 1:08PM
Edgar (US Regulatory)
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0000792977
2020-03-02
2020-03-03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2020
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-10865
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04-2742593
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(Commission File Number)
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(IRS Employer Identification No.)
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1100
Winter Street, Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 498-3300
(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:
¨ 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))
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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AMAG
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibits 99.1
and 99.2 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 (the “Securities Act”),
except as expressly set forth by specific reference in such filing.
On March 4, 2020, AMAG Pharmaceuticals, Inc. (“AMAG”)
issued a press release announcing its operating results for the quarter and year ended December 31, 2019 and its intention
to hold a conference call to discuss AMAG’s financial results and provide a business update, including an update on recent
corporate developments. A copy of AMAG’s press release is furnished herewith as Exhibit 99.1 and a copy of the presentation
slides to be used during the conference call is furnished herewith as Exhibit 99.2.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2020, AMAG also announced that Julie Krop, M.D.,
AMAG’s Executive Vice President and Chief Medical Officer, will be leaving AMAG, effective March 31, 2020. In exchange for
her agreeing to provide support and transition services through March 31, 2020, AMAG has agreed to provide Dr. Krop with a lump-sum
payment of $288,000, subject to certain conditions, including that Dr. Krop execute an effective release and waiver of claims for
the benefit of AMAG, as provided in a separation letter expected to be entered into on or about the date hereof.
The foregoing description of the separation letter is not complete
and is qualified in its entirety by reference to the letter, which will be filed as an exhibit to AMAG’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2020.
Item 7.01. Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.3 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, except
as expressly set forth by specific reference in such filing.
On March 4, 2020, AMAG issued a press release announcing Dr.
Krop’s departure and related matters. A copy of AMAG’s press release is furnished herewith as Exhibit 99.3.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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.
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AMAG PHARMACEUTICALS, INC.
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By:
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/s/ Joseph D. Vittiglio
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Joseph D. Vittiglio
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Chief Business Officer, General Counsel & Corporate Secretary
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Dated:
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March 4, 2020
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