Leadership changes for Tribute / AralezItem 5.02 Departure of Directors or Certain Officers; Election of D irectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation and Appointment of Certain Directors In connection with the closing of the Transactions, on February 5, 2016, certain of the directors of Tribute resigned from their respective positions as directors of Tribute, including Arnold Tenney, John Kime, John Gregory, F. Martin Thrasher, Steven Goldman and Scott Langille. The following individuals were appointed or re-appointed, as applicable, as directors of Tribute on February 5, 2016: Robert Harris, Andrew I. Koven, Scott J. Charles and Eric L. Trachtenberg.
Rob Harris was appointed as a director of Aralez on February 5, 2016. Mr. Harris has served as a director of Tribute since December 1, 2011. Mr. Harris previously served as the Chief Executive Officer of Tribute from December 1, 2011 through February 4, 2016. Other than as disclosed in this Current Report on Form 8-K, Mr. Harris is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Scott J. Charles previously served as a director of Aralez from December 2, 2015 through February 5, 2016. Mr. Charles has served as the Chief Financial Officer and Treasurer of Aralez since December 2, 2015. Mr. Charles previously served as the Chief Financial Officer
of Pozen from January 1, 2016 through February 5, 2016. Mr. Charles was appointed as a director of Pozen on February 5, 2016. Other than as disclosed in this Current Report on Form 8-K, Mr. Charles is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Eric L. Trachtenberg has served as a Secretary of Aralez since December 2, 2015. Mr. Trachtenberg previously served as a director of Aralez from December 2, 2015 through February 5, 2016. Mr. Trachtenberg previously served as the General Counsel, Chief Compliance Officer and Secretary of Pozen from January 1, 2016 through February 5, 2016. On February 5, 2016, Mr. Trachtenberg was re-appointed as the Secretary, and appointed as a director, of Pozen. Other than as disclosed in this Current Report on Form 8-K, Mr. Trachtenberg is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Resignation and Appointment of Certain Officers In connection with the closing of the Transactions, on February 5, 2016, certain of the executive officers of Tribute resigned from their respective positions as executive officers of Tribute, including Robert Harris, Tribute’s former President and Chief Executive Officer,
and Scott Langille, Tribute’s former Chief Financial Officer. The following individuals were appointed or re-appointed, as applicable, as officers of Tribute on February 5, 2016: Andrew I. Koven, President; and Janice Clarke, VP Finance & Administration, Treasurer and
Secretary.
Appointment of Andrew I. Koven On February 5, 2016, Tribute’s board of directors appointed Andrew I. Koven, age 58, as President and a director of Tribute.
Mr. Koven has previously served as the President and Chief Business Officer of Pozen from May 31, 2015 through February 5, 2016. Mr. Koven was appointed or re-appointed, as applicable, as the President and a director of Pozen on February 5, 2016. Mr. Koven
previously served as the President and a director of Aralez from December 2, 2015 through February 5, 2016. Mr. Koven was appointed or re-appointed, as applicable, as the President and Chief Business Officer of Aralez on February 5, 2016. Prior to that, Mr. Koven served as
Chief Administrative Officer and General Counsel of Auxilium Pharmaceuticals Inc., a specialty biopharmaceutical company, from February 2012 until January 2015, when it was acquired by Endo International plc. Prior to that, from September 2011 to November 2011, Mr. Koven
served as President and Chief Administrative Officer and a member of the board of directors of Neurologix, Inc., a company focused on development of multiple innovative gene therapy development programs. Before Neurologix, Mr. Koven served as Executive Vice President
and Chief Administrative and Legal Officer of Inspire Pharmaceuticals, Inc., a specialty pharmaceutical company, from July 2010 until May 2011 when it was acquired by Merck & Co., Inc. Previously, Mr. Koven served as Executive Vice President, General Counsel and Corporate
Secretary of Sepracor Inc., a specialty pharmaceutical company, from March 2007 until February 2010 when it was acquired by Dainippon Sumitomo Pharma Co., Ltd. Prior to joining Sepracor, Mr. Koven served as Executive Vice President, General Counsel and Corporate
Secretary of Kos Pharmaceuticals, Inc., a specialty pharmaceutical company, from August 2003 until its acquisition by Abbott Laboratories in December 2006. Mr. Koven began his career in the pharmaceutical industry first as an Assistant General Counsel and then as Associate General Counsel at Warner-Lambert Company from 1993 to 2000, followed by his role as Senior Vice President and General Counsel at Lavipharm Corporation from 2000 to 2003. From 1986 to 1992, he was a corporate associate at Cahill, Gordon & Reindel in New York. From 1992 to 1993, he served as Counsel, Corporate and Investment Division, at The Equitable Life Assurance Society of the U.S.
Other than as disclosed in this Current Report on Form 8-K, Mr. Koven is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. As of the date hereof, an employment agreement has not been entered into relating to Mr. Koven’s appointment as President of Tribute.
Appointment of Janice Clarke
On February 5, 2016, Tribute’s board of directors appointed or re-appointed, as applicable, Janice Clarke, age 55, as of VP Finance & Administration, Treasurer and Secretary of Tribute.
Certain disclosure regarding Janice Clarke, including, without limitation, her family relationships, business experience and a description of her Amended and Restated Executive Employment Agreement dated as of January 1, 2015, is contained in Part III, Item 10
“Directors, Executive Officers and Corporate Governance” of Tribute’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 3, 2015, and such information is incorporated herein by reference.
Other than as disclosed in this Current Report on Form 8-K, Ms. Clarke is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.