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): May 15, 2012
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-49839 | 45-0478605 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 60 Hampshire Street Cambridge, MA |
02139 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(617) 995-9800
(Registrant’s telephone number, including area code)
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; Compensatory Arrangements of Certain Officers |
(b) Following his resignation from Novartis Pharmaceuticals Corporation, Brian Goff tendered his resignation as a member of the Board of Directors of Idenix Pharmaceuticals, Inc. (the “Company”) effective May 15, 2012. Mr. Goff’s resignation was not caused by any disagreement with the Company on any matter related to the Company’s operations, policies or practices. In view of Mr. Goff’s resignation, the size of the Board has been decreased from eight to seven members. Novartis has the right to name a new designee to replace Mr. Goff. Novartis has indicated that it does not anticipate that it will name a replacement designee prior to the date of the Company’s 2012 Annual Meeting of Stock holders which is scheduled to be held on June 7, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| IDENIX PHARMACEUTICALS, INC. | ||||
| Date: May 21, 2012 | By: | /s/ Maria D. Stahl | ||
| Maria D. Stahl | ||||
| Senior Vice President and General Counsel | ||||