UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 3, 2005 (April 28, 2004)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-28931 | 35-2089858 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2501 Aerial Center Parkway, Suite 205 Morrisville, NC |
27560 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (919) 653-5160
UMDNJ Medical School
185 South Orange Avenue, Bldg. #4
Newark, New Jersey 07103
(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 to 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.
On April 29, 2005, BioDelivery Sciences International, Inc. (the “Company”) announced the appointment of William S. Poole to the Company’s Board of Directors, effective April 28, 2005. Until his appointment, Mr. Poole served on the Commercial Advisory Board of the Company’s subsidiary, Arius Pharmaceuticals, Inc.
Additionally, the Company also announced the resignation, effective April 28, 2005, of Dr. Robert G.L. Shorr as a member of the Company’s board of directors. The Company announced that Dr. Shorr resigned to pursue additional interests and also that he left the Board in good standing. The Company also announced that its Board of Directors will decide on new committee assignments in the coming weeks in light of the appointment of Mr. Poole and the resignation of Dr. Shorr.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
| 99.1 | Press Release of the Company, dated April 29, 2005, with respect to a director appointment and resignation. |
This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s plans, objectives, expectations and intentions and other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).
# # #
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 3, 2005 | BIODELIVERY SCIENCES INTERNATIONAL, INC. | |||
| By: | /s/ James A. McNulty | |||
| Name: | James A. McNulty | |||
| Title: | Secretary, Treasurer and Chief Financial Officer | |||