UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 21, 2002
(Date of earliest event reported)
SANGSTAT MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-22890 94-3076-069
(State of incorporation or (Commission File No.) (IRS Employer
organization) Identification No.)
6300 Dumbarton Circle
Fremont, CA 94555
(Address of principal executive offices)
(510) 789-4300
(Registrant's telephone number, including area code)
Item 5. Other Events.
As disclosed in the press release attached as Exhibit 99.1, the Company's Board
of Directors appointed Richard D. Murdock, currently a member of the Company's
Board of Directors, as interim President, Chief Executive Officer and Chairman
of the Board of Directors. Mr. Murdock will succeed Jean-Jacques Bienaime.
Item 7. Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
99.1 Press release dated October 18, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SANGSTAT MEDICAL CORPORATION
By: /s/ Stephen G. Dance
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Stephen G. Dance
Senior Vice President, Finance
Date: October 21, 2002
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated October 18, 2002
Exhibit 99.1
Press Release Source: SangStat
SangStat Appoints Richard D. Murdock to Interim CEO as Jean-Jacques Bienaime
Takes Position At Genencor After Successful Turnaround Bienaime Remains as Board
Member
FREMONT, Calif.--Oct. 18, 2002--SangStat Medical Corporation (Nasdaq: SANG)
announced today that Jean-Jacques Bienaime will resign from his position as
Chairman, President and CEO in November 2002, and that he will remain as a
member of the Board of Directors. SangStat also announced that Board member
Richard D. Murdock will assume the responsibilities of interim Chairman,
President and CEO. SangStat will host a conference call on Monday morning,
October 21, 2002 at 9:00 am ET (6:00 am PT) to discuss the change in senior
management.
During the last two years, Bienaime led a successful turnaround at SangStat.
Through his leadership the Company shed unprofitable lines of business and
focused on the development of high-value therapeutics. Bienaime has also
assembled a highly experienced management team that produced two successful U.S.
product launches; significantly grew the Company's pipeline; and met or exceeded
financial expectations for six consecutive earnings quarters. The fourth quarter
of 2001 was SangStat's first profitable quarter, and SangStat expects that 2002
will be its first profitable year.
"Making the decision to leave SangStat has been very difficult for me not only
because of the close working relationships I've formed here, but also due to the
continued success I expect SangStat will enjoy over the coming years," said
Jean-Jacques Bienaime, outgoing Chairman, President and CEO. "We have all worked
hard to turn SangStat into a profitable biotech company, and I am confident that
through Rick Murdock's leadership, SangStat will identify the best person to
lead it through a new period of sustained growth."
Jean-Jacques Bienaime leaves SangStat to succeed retiring CEO, W. Thomas
Mitchell, at Genencor International (Nasdaq: GCOR).
SangStat Reiterates Q3 2002 Guidance and Confirms RDP58 Progress
SangStat is taking this opportunity to reiterate third quarter 2002 guidance of
$32 - $34 million in revenues and $0.09 - $0.11 earnings per share (EPS). In
addition, SangStat's clinical development program for RDP58 is on track. The
randomized, blinded, placebo controlled Phase II studies of RDP58 in Ulcerative
Colitis and Crohn's disease are enrolling on schedule and SangStat anticipates
having data from these studies in early 2003. SangStat also expects to begin
enrolling its first study of RDP58 in chemotherapy-induced diarrhea in early
2003 in the U.S.
SangStat has begun a search for a new chief executive officer who will build on
the Company's marketing successes to include a depth of experience in clinical
development and business development, as well as a track record in US and
European operations management.
"Even during these times of market uncertainty, SangStat continues to perform on
track with a successful business in transplantation and a robust pipeline in
auto-immune disease and hematology," said Richard D. Murdock, interim Chairman,
President and CEO. "SangStat has a great management team, and I am excited to
work with them during this transition."
Richard D. Murdock has been a member of the SangStat Board of Directors since
October 1993. Mr. Murdock is currently a biotechnology management consultant.
From December 1998 until March 2001, Mr. Murdock was the President and Chief
Executive Officer and a director of Kyphon, Inc., an orthopedic medical device
company. From September 1991 to October 1998, Mr. Murdock served as the Chief
Executive Officer and a director of CellPro, Incorporated, a public
biotechnology company. Mr. Murdock received his B.S. in Zoology from the
University of California at Berkeley and is an author of the book, "Patient
Number One".
SangStat Investor Conference Call
Date: Monday, October 21, 2002
Time: 9:00 am ET (6:00 am PT)
US Call Number: 800-915-4836
INT'L Call Number: 973-317-5319
This call is being webcast by CCBN and can be accessed via SangStat's web site
at www.sangstat.com.
The webcast will be available until the end of the day on Friday, October 25,
2002. A call replay will also be available until then and can be accessed by
calling:
US: 800-428-6051
Int'l: 973-709-2089
Passcode # 265329
SangStat
SangStat is a global biotechnology company focused on immunology and working to
discover, develop and market high value therapeutic products in the autoimmune,
hematology/oncology and immunosuppression areas. SangStat's U.S. headquarters
are in Fremont, California. SangStat also maintains a strong European presence,
including direct sales and marketing forces in France, Germany, Italy, Spain,
and the UK, and distributors throughout the rest of the world. SangStat's stock
is traded on the Nasdaq under the symbol "SANG." The company's web site is
located at www.sangstat.com.
This press release contains "forward-looking" statements. These forward-looking
statements include statements on the continuing roles of Mr. Bienaime and Mr.
Murdock, the recruitment of a successor to Mr. Bienaime, the Company's financial
performance and possible profitability, the anticipated progress of the RDP
clinical trials and the Company's potential pipeline. There are a number of
important factors that could cause results to differ materially from those
indicated by these forward-looking statements. Factors that could cause actual
results to differ materially include, without limitation, finalization of the
RDP and other studies, market conditions or other developments such as new
competitors; increased sales or price reductions by current competitors;
reduction in margin on key products; reduction in demand or failure of demand to
reach anticipated levels; increases in expenses; changes in reimbursement for
products; patent and other litigation; licensing or product transactions; delays
in clinical trial enrollment, complications or delays in conducting pre-clinical
or clinical trials, or requests from the regulatory agencies for additional
clinical trials. Expectations with respect to revenue and EPS are subject to
change upon completion of financial statements. For a discussion of these and
other factors that might result in different outcomes, see "Risk Factors" in
SangStat's 2001 Annual Report on Form 10-K, its 2002 quarterly reports on Form
10-Q and other documents filed with the Securities and Exchange Commission.
SangStat assumes no obligation to update any such forward-looking statements,
risks or reasons why actual results might differ.
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Contact:
SangStat
Bill Martin, 510/789-4331
510/703-2844 (mobile)
or
GCI
Phyliss Milligan, 212/537-8129
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Source: SangStat