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 January 9, 2020, AMAG Pharmaceuticals, Inc. ("AMAG" or the "Company")
issued a press release providing a business update, including preliminary
unaudited fourth quarter and annual 2019 financial results and financial
guidance for 2020. A copy of the Company's press release is furnished herewith
as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2020, AMAG also announced that William Heiden plans to step down
from his positions as AMAG's President and Chief Executive Officer. AMAG's Board
of Directors (the "Board") will be initiating a search for a successor, and it
is expected that Mr. Heiden will remain in his roles until the earlier of such
time as his successor is appointed and June 30, 2020 (the earlier of which, the
"Separation Date"). The Company also announced that, effective immediately, Ted
Myles, AMAG's Chief Financial Officer, has been appointed to also serve as the
Company's Chief Operating Officer and Joseph Vittiglio, AMAG's General Counsel,
will also serve as the Company's Chief Business Officer.
In connection with the transition described above, Mr. Heiden and the Company
entered into a separation letter, dated January 7, 2020, pursuant to which Mr.
Heiden will continue to serve as President and Chief Executive Officer, and as a
member of the Board, until the Separation Date. Following the Separation Date,
and subject to certain conditions, including the Company's receipt of an
effective release and waiver of claims from Mr. Heiden, Mr. Heiden will be
entitled to 24 months of salary continuation, as well as accelerated vesting on
all time-based stock options and other time-based equity awards to the extent
such awards would have vested had he been employed for an additional 24 months
following the Separation Date, in each case as provided in his employment
agreement with the Company, dated February 7, 2014 and as amended on November
29, 2017 and January 1, 2018. Mr. Heiden will also be entitled to certain other
benefits as provided in the separation letter, including a pro-rated bonus for
the 2020 fiscal year (to be paid in 2021 based on actual performance at such
time as 2020 bonuses are distributed to AMAG employees), the ability to exercise
any outstanding stock options for a period of 180 days following the Separation
Date, 12 months of COBRA coverage and reimbursed legal expenses in connection
with the separation. Even if his actual last date of employment occurs prior to
March 16, 2020, Mr. Heiden will be entitled to these benefits as though his
Separation Date were March 16, 2020.
The foregoing description of the separation letter is not complete and is
qualified in its entirety by reference to the letter, which is filed as Exhibit
10.1 to this Current Report on Form 8-K.
Biographical information for Mr. Myles and Mr. Vittiglio can be found beginning
on page 30 of the Company's definitive proxy statement filed with the U.S.
Securities and Exchange Commission on September 20, 2019. AMAG has not
determined any new or amended compensation arrangements with Mr. Myles or Mr.
Vittiglio in connection with their new roles at this time. In the event any such
arrangements are made or modified, AMAG will file an amendment to this report
within four business days thereof.
Item 7.01. Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.2 attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, 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 of 1933, as amended, except as expressly set forth by
specific reference in such filing. The Company will present further details on
the matters noted above at the 38th Annual J.P. Morgan Healthcare Conference in
San Francisco on January 16, 2020, which presentation will be accessible by a
live audio webcast through the Company's website at www.amagpharma.com on
January 16, 2020 at 9:30 a.m. Pacific Time (12:30 p.m. Eastern Time). During the
conference, the Company intends to conduct meetings with third parties during
which a corporate slide presentation will be presented. A copy of the Company's
slide presentation, which will be referenced during the conference, including
the Company's webcast presentation, is furnished herewith as Exhibit 99.2.
2
--------------------------------------------------------------------------------
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Separation Letter between William Heiden and AMAG Pharmaceuticals,
Inc., dated January 7, 2020 (filed herewith)
99.1 Press Release of AMAG Pharmaceuticals Inc., dated January 9, 2020
(furnished herewith)
99.2 Copy of AMAG Pharmaceuticals, Inc.'s presentation slides
(furnished herewith)
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
AMAG PHARMACEUTICALS, INC. 