SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 29, 2012
(Exact name of registrant
as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
951 Broken Sound Parkway
NW, Suite 320, Boca Raton, FL 33487
(Address of principal executive
offices and Zip Code)
number, including area code)
(Former Name and Address
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))
5 – Corporate Governance and Management
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
9 – Financial Statements and Exhibits
Section 5 – Corporate
Governance and Management
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Change in Officers and Directors
On February 29, 2012, the
Board of Directors of TherapeuticsMD, Inc. (the "Company"), elected four additional individuals to serve as members of
its Board of Directors, including: Samuel A. Greco, Cooper Collins, Robert V. LaPenta, Jr. and Nicholas Segal. The terms for each
of our directors expire at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Robert G. Finizio, John
C.K. Milligan IV and Brian Bernick will continue to serve as directors of the Company.
The business experience
of each new director follows:
Samuel A. Greco – Director of the
Samuel A. Greco was
elected as a Director of TherapeuticsMD on February 29, 2012. Mr. Greco has served as Chief Executive Officer of CareView
Communications, Inc. since September 2007 and was elected as a member of the CareView Board of Directors in February 2009
[OTCQB: CRVW]. CareView is an information technology provider to the healthcare industry. Mr. Greco has spent
over thirty years in hospital administration, beginning at an independent city hospital and progressing to Senior
Vice President of Financial Operations at Columbia/HCA Healthcare Corporation, the industry's largest healthcare provider.
At Columbia/HCA, Mr. Greco was responsible for the financial operations of the $28 billion company which at the time had over
300 hospitals and 125 surgery centers. While with Columbia, Mr. Greco elevated the area of Materials Management to a core
competency that became a strategic advantage to Columbia, and launched Columbia's supply chain initiative, recognizing how
supply cost and other costs would benefit from scale, discipline and process improvement. He has become one of the industry
leaders in successfully applying these supply chain strategies, vendor partnering and logistics management to improve results
and provide significant savings. Over the past ten years, Mr. Greco has used his industry experience to provide consulting
services to hospital management companies to greatly improve their financial results from operations. Mr. Greco has operated
in organizations ranging from 200 beds to multi-facility networks of over 2,000 beds. He was instrumental in the development
of the CareView System™ and his extensive contacts and relationships within the industry have been valuable in helping
CareView pursue its goals. Mr. Greco earned his B.A. in Accounting from Bryant College and is a frequent speaker at various
Cooper C. Collins – Director of the Company
Cooper C. Collins was elected
as a Director of TherapeuticsMD on February 29, 2012. Mr. Collins was appointed President, Chief Executive Officer and director
of Pernix Therapeutics Holdings, Inc. ("Pernix") effective with the close of the merger between Pernix and Golf Trust
of America, Inc. on March 9, 2010. Mr. Collins joined Pernix in 2002. Pernix is a specialty pharmaceutical company focused on the
sales, marketing and development of branded and generic pharmaceutical products primarily for the pediatric market. He was appointed
a director of Pernix in January 2007, Pernix's President in December 2007, and Pernix's Chief Executive Officer in June 2008, serving
in those three capacities until the closing of the GTA merger. From December 2005 to December 2007, Mr. Collins served as Vice
President of Business and Product Development of Pernix and as Pernix's Territory Manager from December 2003 to December 2005.
Over Mr. Collins' tenure as an executive with Pernix, he has been responsible for increasing the overall growth, profitability
and efficiency of the organization, overseeing product development and acquisitions, and managing the capital structure of Pernix.
Prior to joining Pernix, Mr. Collins was employed for three years by the NFL franchise, The New Orleans Saints, in their media
relations department. While on a football scholarship, Mr. Collins received a B.A. from Nicholls State University, where he later
received an M.B.A.
Robert LaPenta, Jr. – Director of
Robert V. LaPenta, Jr.
was elected as a Director of TherapeuticsMD on February 29, 2012. Since August 2011, Mr. LaPenta has served as a Partner
of Aston Capital, a private equity investment firm with a current focus on investments in the aerospace, defense, and intelligence
markets. Prior to Aston, Mr. LaPenta served as Vice President of Mergers and Acquisitions and Corporate Strategy for L-1 Identity
Solutions, Inc., a provider of technology, products, systems and solutions, and services that protect and secure personal identities
and assets ("L-1"). From April 2007 through July 2011, Mr. LaPenta assisted L-1 senior management in identifying acquisition
candidates and investments while assisting in due diligence, structuring, valuation, execution and related financing. While at
L-1, he provided assessment for over 100 acquisition opportunities, assisted in the completion of six public and private transactions,
and assisted in the sale of L-1 for $1.7 billion in July 2011.
Prior to L-1, Mr. LaPenta
spent thirteen years as an institutional equity trader focused on healthcare sector trading for both customer and proprietary accounts.
From February 2003 to March 2007, Mr. LaPenta served as Managing Director, Co-Head of Equity Trading at Banc of America Securities
where he managed all capital commitment, proprietary trading and risk management within cash trading. Prior to Banc of America
Securities, he served as Director or Vice President of Equity Trading with Credit Suisse First Boston, PaineWebber, Inc., and Salomon
Smith Barney, Inc. Previously, as Senior Associate at Coopers & Lybrand, Mr. LaPenta assisted with auditing, consulting, due
diligence, and SEC reporting. TherapeuticsMD will look to leverage Mr. LaPenta's diverse investing background, capital markets
knowledge and his relationships within the financial community to assist it in expanding its market share and investment opportunities.
Mr. LaPenta is Co-Investment
Manager of a $250 million family/friends/partners asset portfolio consisting of individual equities, fixed income, equity options, hedge fund strategies,
private equity and alternative investments. His responsibilities include asset allocation, stock selection, manager selection and
risk management. He has ownership interests in thoroughbred horse racing, breeding and pin hooking. He is an active participant
and fund raiser for New York City's W. 63rd Street YMCA, Turn the Corner foundation and numerous other charities. Mr.
LaPenta graduated in 1991 from Boston College with a B.A. in Accounting and Finance and is a registered CPA in the State of New York.
Nicholas Segal – Director of the Company
Nicholas Segal was elected
as a Director of TherapeuticsMD on February 29, 2012. Since June 2007, Mr. Segal has served as a director of Seavest Capital
Partners ("Seavest"), a private investment company that invests in early and growth-stage companies primarily in the
education, healthcare, consumer technology and media sectors. Representing investments of Seavest, Mr. Segal previously
served on the board of VitaMedMD, LLC, prior to its acquisition by TherapeuticsMD. Mr. Segal serves on the board of directors
of TireVan Corporation, a private company specializing in online tire sales and installation directly to the consumer. He also
serves as an observer to the board of directors of Tout, a private company with a new social media platform, and Autonet Mobile,
a private company specializing in the first Internet-based service platform for the automotive transportation market. Mr. Segal
founded and currently serves as Chief Executive Officer of Polar Generation, LLC, an early-stage consumer products company.
Mr. Segal has a broad base of knowledge in technologies and products directed to the consumer market. Prior to joining Seavest,
from September 2004 to April 2007, Mr. Segal served as a senior analyst in the Finance and Business Development group at ESPN.
He graduated with a B.A. from Duke University in 2004.
Currently, and for the
past ten years, none of our newly named directors have been involved in any legal proceeding concerning (i) any bankruptcy petition
filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently
reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending
or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the
Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the
judgment has not been reversed, suspended or vacated).
Approval of Committee Charters and Committee Appointments
On February 29, 2012,
the Company's Board of Directors (i) approved charters for each of the Audit Committee, Compensation Committee and Corporate
Governance Committee, (ii) appointed members to each committee and (iii) named a Chair of each committee.
The purpose of the Audit
Committee is to assist the Company's Board of Directors with oversight of (i) the quality and integrity of the Company's financial
statements and its related internal controls over financial reporting, (ii) the Company's compliance with legal and regulatory
compliance, (iii) the independent auditor's qualifications and independence, and (iv) the performance of the Company's independent
auditors. The Audit Committee's primary function is to provide advice with respect to the Company's
financial matters and to assist the Company's Board of Directors in fulfilling its oversight responsibilities regarding finance,
accounting, and legal compliance. (See Audit Committee Charter, Exhibit 10.00, which exhibit
is incorporated herein by reference.)
Members of the Audit Committee
include Robert V. Lapenta, Jr., Samuel A. Greco and Nicholas Segal. Mr. LaPenta, Jr. will serve as Chair.
The primary purpose of
the Company's Compensation Committee is to oversee the policies of the Company relating to compensation of the Company's executives
and make recommendations to the Board, as appropriate, with respect to such policies. The goal of such policies is to ensure that
an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time motivating
and retaining key employees. (See Compensation Committee Charter, Exhibit 10.01, which exhibit is incorporated herein
Members of the Compensation
Committee include Cooper Collins, Robert G. Finizio and Nicholas Segal. Mr. Collins will serve as Chair.
Corporate Governance Committee
The purpose of
the Company's Corporate Governance Committee is to (i) identify, review and recommend to the Board qualified candidates
for membership on the Company's Board of Directors and the committees of the Board and (ii) develop and recommend to the
Board corporate governance principles and other corporate governance policies and otherwise perform a leadership role in
shaping the Company's corporate governance. (See Corporate Governance Charter, Exhibit
10.02, which exhibit is incorporated herein by reference.)
Members of the
Corporate Governance Committee include John C.K. Milligan, IV, Brian Bernick and Robert LaPenta, Jr. Mr. Milligan will
serve as Chair.
9 – Financial Statements and Exhibits
Item 9.01 (d) Exhibits:
||February 29, 2012
||Audit Committee Charter*|
||February 29, 2012
||Compensation Committee Charter*|
||February 29, 2012
Governance Committee Charter*|
* Filed herewith.
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: March 2, 2012
Robert G. Finizio|
||Robert G. Finizio, Chief Executive