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):
October 21, 2016 (October 20, 2016)
ENDO INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-36326 | 68-0683755 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland |
Not Applicable | |||
| (Address of principal executive offices) | (Zip Code) | |||
011-353-1-268-2000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 20, 2016, Endo International plc (“Endo”) issued a press release announcing that Suketu Upadhyay, Executive Vice President and Chief Financial Officer, is leaving Endo effective November 22, 2016 to assume a senior-level finance position at a global biopharmaceutical company. Endo also announced that Blaise Coleman, Endo’s Senior Vice President of Global Finance Operations, will serve as Interim Chief Financial Officer effective November 22, 2016 and that Endo will promptly begin a search for a permanent Chief Financial Officer.
Biographical information for Mr. Coleman is set forth below:
Blaise Coleman, 42, is Senior Vice President of Global Finance Operations and Interim Chief Financial Officer for Endo International plc. Mr. Coleman joined Endo in January 2015 as Vice President of Corporate Financial Planning & Analysis and became the Senior Vice President of Global Finance Operations in December 2015. Prior to joining Endo, Mr. Coleman held a number of finance leadership roles with AstraZeneca, a global biopharmaceutical company, latterly as the Chief Financial Officer of the AstraZeneca / Bristol-Myers Squibb US Diabetes Alliance from January 2013 until January 2015. Prior to this, Mr. Coleman was the Head of Finance for the AstraZeneca Global Medicines Development organization based in Mölndal, Sweden from September 2011 to January 2013. Mr. Coleman joined AstraZeneca as Senior Director Commercial Finance for the US Cardiovascular Business in November 2007. Mr. Coleman began his career at the global public accounting firm PricewaterhouseCoopers LLP. He received a BS in accounting from Widener University and a MBA from Duke University, The Fuqua School of Business. Mr. Coleman is a Certified Public Accountant.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| No. |
Description | |
| 99.1 | Press Release of Endo International plc dated October 20, 2016. | |
SIGNATURE
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.
| ENDO INTERNATIONAL PLC | ||||||
| Date: October 21, 2016 | By: |
/s/ Matthew J. Maletta | ||||
| Name: |
Matthew J. Maletta | |||||
| Title: |
Executive Vice President, Chief Legal Officer | |||||
INDEX TO EXHIBITS
| No. |
Description | |
| 99.1 | Press Release of Endo International plc dated October 20, 2016. | |
Exhibit 99.1
Endo Announces Departure of Chief Financial Officer
DUBLIN, Oct. 20, 2016 — Endo International plc (NASDAQ: ENDP) (TSX: ENL) announced today that Suketu Upadhyay, Executive Vice President and Chief Financial Officer, is leaving the Company effective November 22, 2016 to assume a senior-level finance position at a global biopharmaceutical company. Blaise Coleman, Endo’s Senior Vice President of Global Finance Operations, will serve as Interim Chief Financial Officer. The Company will promptly begin a search for a permanent Chief Financial Officer.
“We would like to thank Suky for his dedicated service to Endo, his role in transforming the Company and in building a strong Finance organization. We wish him the very best in his professional endeavors and much continued success,” said Paul Campanelli, President and Chief Executive Officer of Endo. “We recently reaffirmed Endo’s third quarter and full year 2016 financial guidance and we remain confident in our 2016 performance. I look forward to working with Suky through his transition and closely with Blaise as we complete a product-by-product assessment of our portfolio and further sharpen Endo’s strategy and operational focus.”
“My time at Endo has been pivotal for my career and I am very proud of the best-in-class teams I have built and led for the Company while contributing to the transformation of Endo since 2013,” said Mr. Upadhyay. “I want to thank Paul for the past year of collaboration and for the confidence he and the Board have put in my abilities. I am confident that Paul’s and the leadership team’s focus on execution will drive success for the Company into the future.”
About Endo International plc
Endo International plc (NASDAQ: ENDP) (TSX: ENL) is a global specialty pharmaceutical company focused on improving patients’ lives while creating shareholder value. Endo develops,
manufactures, markets and distributes quality branded and generic pharmaceutical products as well as over-the-counter medications though its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements,” including, but not limited to, the statements by Messrs. Campanelli and Upadhyay, as well as Endo’s expected, estimated or anticipated future results. Because forecasts are inherently estimates that cannot be made with precision, Endo’s performance at times differs materially from its estimates and targets, and Endo often does not know what the actual results will be until after the end of the applicable reporting period. Therefore, Endo will not report or comment on its progress during a current quarter except through public announcement. Any statement made by others with respect to progress during a current quarter cannot be attributed to Endo. All forward-looking statements in this press release reflect Endo’s current analysis of existing trends and information and represent Endo’s judgment only as of the date of this press release. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Endo’s expectations and projections. Risks and uncertainties include, among other things, general industry and market conditions; technological advances and patents attained by competitors; challenges inherent in the research and development and regulatory processes; challenges related to product marketing, such as the unpredictability of market acceptance for new products and/or the acceptance of new indications for such products; inconsistency of treatment results among patients; potential difficulties in manufacturing; general economic conditions; and governmental laws and regulations affecting domestic and foreign operations. Endo expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information concerning these and other risk factors can be found in Endo’s periodic reports filed with the U.S. Securities and Exchange Commission and in Canada on the System for Electronic Data Analysis and Retrieval (“SEDAR”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Additional information about Endo is available on the World Wide Web at www.endo.com or you can contact the Endo Investor Relations department by calling (484) 216-0000.
Endo International plc:
| Investors/Media: | Media: | |||
| Keri P. Mattox | Heather Zoumas-Lubeski | |||
| (484) 216-7912 | (484) 216-6829 |
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