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): June 10, 2017
Biogen Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19311 | 33-0112644 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
225 Binney Street, Cambridge, Massachusetts 02142
(Address of principal executive offices; Zip Code)
Registrant’s telephone number, including area code: (617) 679-2000
Not Applicable
(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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2017, Paul Clancy notified Biogen Inc. (the “Company”) that he will step down as Executive Vice President, Finance and Chief Financial Officer of the Company to join another biopharmaceutical company. Mr. Clancy will remain at the Company through the second quarter of fiscal 2017 and will assist with the transition.
On June 10, 2017, the Company appointed Gregory F. Covino, the Company’s Vice President, Finance and Chief Accounting Officer, as the Company’s interim Principal Financial Officer, effective upon Mr. Clancy’s departure. Mr. Covino will serve as the Company’s interim Principal Financial Officer as the Company conducts a search for a new Chief Financial Officer.
Mr. Covino, age 51, has served as the Company’s Vice President and Chief Accounting Officer since April 2012. Prior to that, Mr. Covino served at Boston Scientific Corporation, a medical device company, as Vice President, Corporate Analysis and Control Executive since March 2010, having responsibility for the company’s internal audit function, and as Vice President, Finance, International from February 2008 to March 2010, having responsibility for the financial activities of the company’s international division. Prior to that, Mr. Covino held several finance positions at Hubbell Incorporated, an electrical products company, including Vice President, Chief Accounting Officer and Controller from 2002 to 2008, Interim Chief Financial Officer from 2004 to 2005, and Director, Corporate Accounting from 1999 to 2002.
| Item 7.01 | Regulation FD Disclosure. |
On June 13, 2017, the Company issued a press release announcing that Mr. Clancy will step down as Executive Vice President, Finance and Chief Financial Officer of the Company and the appointment of Mr. Covino as the interim Principal Financial Officer. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The press release being furnished in this Item 7.01 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 such document be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The exhibit listed on the Exhibit Index below is furnished as part of this Current Report on Form 8-K.
2
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.
| Biogen Inc. | ||
| By: | /s/ Susan H. Alexander | |
| Susan H. Alexander, Secretary | ||
Date: June 13, 2017
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Biogen’s press release dated June 13, 2017. | |
Exhibit 99.1
| MEDIA CONTACT:
Jason Glashow +1 781 464 3260 public.affairs@biogen.com |
INVESTOR CONTACT:
Matt Calistri +1 617 679 3342 IR@biogen.com |
BIOGEN ANNOUNCES MANAGEMENT CHANGE
Cambridge, MA (June 13, 2017) — Biogen (NASDAQ: BIIB) announced today that Paul Clancy, Executive Vice President, Finance & Chief Financial Officer (CFO) will leave the organization to join another biopharmaceutical company. Mr. Clancy will remain at the Company through the second quarter and assist with the transition.
“I want to thank Paul for his more than sixteen years of distinguished service to Biogen, and especially for his last ten years as our CFO,” stated Michel Vounatsos, Biogen’s Chief Executive Officer. “Paul helped transform Biogen into the global biotechnology leader it is today and helped to prepare us for the bright future we believe lies ahead.”
Paul Clancy commented, “I am fortunate to have worked in such a remarkable organization and am pleased to have been a part of Biogen’s success. Biogen has a rich portfolio of products and pipeline and can look forward to even greater success under Michel’s leadership.”
The Company also announced that Greg Covino, Biogen’s Chief Accounting Officer, will serve as the Company’s interim Principal Financial Officer as the company conducts a search for a new CFO.
About Biogen
Through cutting-edge science and medicine, Biogen discovers, develops and delivers worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases. Founded in 1978, Biogen is a pioneer in biotechnology, and today the company has the leading portfolio of medicines to treat multiple sclerosis; has introduced the first and only approved treatment for spinal muscular atrophy; and is at the forefront of neurology research for conditions including Alzheimer’s disease, Parkinson’s disease and amyotrophic lateral sclerosis. Biogen also manufactures and commercializes biosimilars of advanced biologics. For more information, please visit www.biogen.com. Follow us on social media – Twitter, LinkedIn, Facebook, YouTube.
Biogen Safe Harbor
This press release contains forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to Biogen’s business activities. These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “except,” “forecast,” “intend,” “may,” “plan,” “potential,” “possible,” “will” and other words and terms of similar meaning. You should not place undue reliance on these statements or the scientific data presented.
These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including, without limitation: risks relating to management and key personnel changes; failure to compete effectively; difficulties in obtaining and maintaining adequate coverage, pricing and reimbursement for our products; potential future healthcare reforms; the occurrence of adverse safety events; failure to protect and enforce our data, intellectual property and other proprietary rights and uncertainties relating to intellectual property claims and challenges; uncertainty of success in developing, licensing or acquiring other product candidates or additional indications for existing products; delay in approval of our drug candidates; product liability claims; and third party collaboration risks. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from our expectations in any forward-looking statement. Investors should consider this cautionary statement, as well as the risk factors identified in Biogen’s most recent annual or quarterly report and in other reports Biogen has filed with the U.S. Securities and Exchange Commission. These statements are based on our current beliefs and expectations and speak only as of the date of this press release. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
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