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VIVUS INC Form 8-K: Current report, 2015

VIVUS INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-12-31: Form 8-K; Period of report 2015-12-30; Description 1.02 Termination of a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.02.
  • 2015-11-24: Form 8-K; Period of report 2015-11-19; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2015-11-09: Form 8-K; Period of report 2015-11-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2015-11-04: Form 8-K; Period of report 2015-10-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-12-318-K2015-12-301.02 Termination of a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.02 On October 10, 2013, VIVUS, Inc., or VIVUS or the Company, entered into a license and commercialization agreement, or the License Agreement, and a commercial supply agreement, or the Supply Agreement, with Auxilium Pharmaceuticals, Inc., or Auxilium.
7.01 In a press release issued on December 31, 2015, the Company announced its receipt of notice of termination of the License Agreement and Supply Agreement.
a15-25724_18k.htm
2015-11-248-K2015-11-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 19, 2015, Alexander J. Denner, Ph.D. notified VIVUS, Inc., or the Company, of his decision to resign from the Company’s Board of Directors, effective immediately.a15-23974_18k.htm
2015-11-098-K2015-11-042.02 Results of Operations and Financial Condition2.02 On November 4, 2015, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the third quarter ended September 30, 2015, a business update and certain other information.a15-22601_18k.htm
2015-11-048-K2015-10-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 On October 30, 2015, the Board of Directors of VIVUS, Inc., or the Company, authorized and approved under the Company’s 2010 Equity Incentive Plan a stock option to purchase 225,000 shares of the Company’s Common Stock to Mark K. Oki, the Company’s Chief Financial Officer and Chief Accounting Officer.
5.07 On October 30, 2015, the Company held its 2015 Annual Meeting of Stockholders, or the Annual Meeting.
a15-22238_28k.htm
2015-11-048-K2015-11-042.02 Results of Operations and Financial Condition2.02 On November 4, 2015, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the third quarter ended September 30, 2015, a business update and certain other information.a15-22238_18k.htm
2015-10-208-K2015-10-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 19, 2015, Mark K. Oki began his service as Chief Financial Officer and Chief Accounting Officer of VIVUS, Inc., or the Company, and Johann Noor Mohamed resigned from the position of interim Chief Financial Officer and interim Chief Accounting Officer of the Company and resumed his service as the Vice President and Corporate Controller of the Company.a15-21291_18k.htm
2015-10-058-K2015-09-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 30, 2015, the Board of Directors of VIVUS, Inc., or the Company, appointed Johann Noor Mohamed, the Company’s Vice President and Corporate Controller, to serve as the Company’s interim Chief Financial Officer and interim Chief Accounting Officer effective October 1, 2015.a15-20712_18k.htm
2015-09-228-K2015-09-228.01 Other Events8.01 On September 22, 2015, VIVUS, Inc. issued a press release titled “VIVUS, INC.a15-20034_18k.htm
2015-09-188-K2015-09-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.02 On September 15, 2015, the Board of Directors, or the Board, of VIVUS, Inc., or the Company, appointed Eric W. Roberts, Allan L. Shaw and Mayuran Sriskandarajah as directors of the Company.
5.03 In connection with Messrs.
a15-19901_18k.htm
2015-08-188-K2015-08-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 17, 2015, VIVUS, Inc., or the Company, and Svai S. Sanford entered into a letter agreement, or the Letter Agreement, in connection with Mr. Sanford’s voluntary termination of his employment with the Company and the Company’s desire to retain Mr. Sanford during the transition period.a15-18168_18k.htm
2015-08-068-K2015-08-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On August 3, 2015, the Compensation Committee of the Board of Directors of VIVUS, Inc., or the Company, authorized and approved an employee retention plan to include restricted stock unit awards to certain of the Company’s employees including Seth H. Z. Fischer, the Company’s Chief Executive Officer, Svai S. Sanford, the Company’s Chief Financial Officer and Chief Accounting Officer, John L. Slebir, the Company’s Senior Vice President, Business Development and General Counsel and Secretary, and Santosh T. Varghese, M.D., the Company’s Vice President, Medical & Regulatory Affairs, Pharmacovigilance, and QA.
8.01 On August 3, 2015, as part of the employee retention plan referenced in Item 5.02 above, the Compensation Committee of the Board of Directors of the Company determined that the Company’s Annual Bonus Plan for 2015, or the Plan, would be funded at a minimum of 80% of the eligible cash bonus potential.
a15-17097_18k.htm
2015-08-058-K2015-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2015, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the second quarter ended June 30, 2015, a business update and certain other information.vvus-20150730x8k.htm
2015-08-058-K2015-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2015, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the second quarter ended June 30, 2015, a business update and certain other information.vvus-20150730x8k.htm
2015-07-308-K2015-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2015, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the second quarter ended June 30, 2015, a business update and certain other information.vvus-20150730x8k.htm
2015-07-218-K2015-07-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on June 24, 2015, or the June 2015 Current Report, the Amended Agreements made various changes to the Amended and Restated Change of Control and Severance Agreements previously entered into with the above named executive officers.a15-16003_18k.htm
2015-06-248-K2015-06-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 19, 2015, VIVUS, Inc., or the Company, entered into a Second Amended and Restated Change of Control and Severance Agreement, or the Amended Agreement, with Svai S. Sanford, Chief Financial Officer and Chief Accounting Officer and a named executive officer of the Company, effective as of June 19, 2015, which superseded and replaced the Participation Agreement entered into with the Company on July 10, 2013 with respect to the Change in Control and Severance Plan.a15-14632_18k.htm
2015-05-088-K2015-05-052.02 Results of Operations and Financial Condition2.02 On May 5, 2015, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the first quarter ended March 31, 2015, a business update and certain other information.a15-11191_18k.htm
2015-05-058-K2015-05-052.02 Results of Operations and Financial Condition2.02 On May 5, 2015, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the first quarter ended March 31, 2015, a business update and certain other information.a15-10584_18k.htm
2015-04-218-K2015-04-218.01 Other Events8.01 On April 21, 2015, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces Issuance of Two Additional U.S. Patents for Qsymia.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.a15-9522_18k.htm
2015-04-178-K2015-04-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 13, 2015, VIVUS, Inc., or the Company, and Guy P. Marsh entered into a letter agreement regarding retention benefits, or the Letter Agreement.a15-9310_18k.htm
2015-04-168-K2015-04-158.01 Other Events8.01 On April 15, 2015, VIVUS, Inc. issued a press release titled “VIVUS Files Lawsuit Against Teva for Infringement of Qsymia Patents.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.a15-9211_18k.htm
2015-04-148-K2015-04-147.01 Regulation FD Disclosure7.01 In connection with the attendance of VIVUS, Inc., or the Company, at the 14th Annual Needham Healthcare Conference, the Company will be distributing and presenting the slides attached hereto as Exhibit 99.1; such slides are incorporated by reference herein.a15-9016_18k.htm
2015-03-308-K2015-03-308.01 Other Events8.01 On March 30, 2015, VIVUS, Inc. issued a press release titled “VIVUS Announces Operational Update.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.a15-8153_18k.htm
2015-03-108-K2015-03-058.01 Other Events8.01 On March 5, 2015, VIVUS, Inc., or the Company, received notice from Teva Pharmaceuticals USA, Inc., or Teva, that it has filed with the U.S. Food and Drug Administration, or the FDA, an Abbreviated New Drug Application, or ANDA, for generic versions of all strengths of Qsymia® (phentermine and topiramate extended release) capsules CIV.a15-6466_18k.htm
2015-03-098-K2015-03-048.01 Other Events8.01 On March 4, 2015, VIVUS, Inc., or the Company or VIVUS, filed a lawsuit (Case No. 15-1636 (FSH)(MAH)) in the U.S. District Court for the District of New Jersey against Actavis Laboratories FL, Inc., Actavis, Inc. and Actavis PLC, collectively referred to as Actavis, in response to a second Paragraph IV certification notice from Actavis contending that the claims of two additional patents (U.S. Patents 8,895,057 and 8,895,058, collectively referred to as patents-in-suit) listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, or Orange Book, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale or offer for sale of a generic form of Qsymia® (phentermine and topiramate extended release) capsules CIV.a15-6325_18k.htm
2015-03-068-K2015-03-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 3, 2015, Johannes J.P. Kastelein, M.D., Ph.D. notified VIVUS, Inc., or the Company, of his decision to resign from the Company’s Board of Directors, effective immediately.a15-6111_18k.htm
2015-03-028-K2015-02-242.02 Results of Operations and Financial Condition2.02 On February 24, 2015, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the fourth quarter and year ended December 31, 2014, a business update and certain other information.a15-5642_18k.htm
2015-02-248-K2015-02-242.02 Results of Operations and Financial Condition2.02 On February 24, 2015, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2014, a business update and certain other information.a15-5104_18k.htm
2015-01-298-K2015-01-288.01 Other Events8.01 On January 29, 2015, VIVUS, Inc. issued a press release titled “VIVUS Announces European Approval of SPEDRA Label Amendment; SPEDRA Now First and Only Oral Erectile Dysfunction Treatment Approved in Europe to be Taken Approximately 15 Minutes Before Sexual Activity.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.a15-3352_18k.htm
2015-01-278-K2015-01-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 23, 2015, the Compensation Committee of the Board of Directors, or the Compensation Committee, of VIVUS, Inc., or the Company, authorized and approved cash bonus payments pursuant to the Company’s employee annual bonus plan for fiscal year 2014 adopted on the same date, or the Annual Bonus Plan, and stock option awards and restricted stock unit awards under the Company’s 2010 Equity Incentive Plan to certain of the Company’s employees, including named executive officers Seth H. Z. Fischer, Chief Executive Officer, Svai S. Sanford, Chief Financial Officer and Chief Accounting Officer, John L. Slebir, Senior Vice President, Business Development and General Counsel and Secretary, Wesley W. Day, Ph.D., Vice President, Clinical Development and Guy P. Marsh, Vice President, U.S. Operations and General Manager.a15-3202_18k.htm
2015-01-268-K2015-01-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 22, 2015, Samuel F. Colin, M.D. notified VIVUS, Inc., or the Company, of his decision to resign from the Company’s Board of Directors, effective immediately.a15-3087_18k.htm
2015-01-158-K2015-01-157.01 Regulation FD Disclosure7.01 In connection with the attendance of VIVUS, Inc., or the Company, at the 33rd Annual J.P. Morgan Healthcare Conference, the Company will be distributing and presenting the slides attached hereto as Exhibit 99.1; such slides are incorporated by reference herein.a15-2514_18k.htm
2015-01-138-K2015-01-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Svai S. Sanford has served as the interim Chief Financial Officer of VIVUS, Inc., or the Company, since November 2013 and the Chief Accounting Officer of the Company since December 2013.a15-2207_18k.htm