SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 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) June 15, 2013
MELA Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51481 | 13-3986004 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 50 South Buckhout Street, Suite 1 Irvington, NY |
10533 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (914) 591-0811
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:
| ¨ | 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 June 17, 2013, MELA Sciences, Inc. (the “Company”) announced that Dr. Joseph V. Gulfo, has resigned as Chairman, President, Chief Executive Officer and a member of the Board of Directors effective June 15, 2013.
On June 17, 2013, the Company also announced that David K. Stone, age 56, was appointed as the Company’s new Chairman. Mr. Stone was appointed as a member of the Company’s Board of Directors in December 2011. In June 2006, Mr. Stone founded Liberty Tree Advisors, LLC, a life sciences investment banking and consulting firm where he is currently a Managing Director. Prior to this, from 2000 to 2006, Mr. Stone was a Managing Director and Partner at Flagship Ventures, a venture capital fund focused in the life sciences industry.
On June 17, 2013, the Company further announced the appointment of Robert C. Coradini, age 53, a member of the Company’s Board of Directors since December 2011, to serve as the Company’s Interim Chief Executive Officer, to serve in such role until the appointment of a new Chief Executive Officer.
Prior to his appointment as the Company’s Interim Chief Executive Officer, Mr. Coradini served as an expert to the medical device and biotechnology industry. Prior to this and since 1996 Mr. Coradini served in various executive capacities at several Johnson & Johnson (“J&J”) companies. From June 2005 to May 2009, Mr. Coradini served as President of New Ventures for J&J Consumer Products Company which also included leading and growing OrthoNeutrogena (aka OrthoDermatologics), a leader in dermatology care, from January 2006 thru May 2009. From January 2003 through June 2005, Mr. Coradini served as President of CardioVations/Ethicon, a J&J Company involved with cardiac surgery and tissue management. From June 2000 to January 2003 Mr. Coradini was President of Lifescan, a J&J Company that provides medical devices to the diabetes market. Before Lifescan, Mr. Coradini was head of Business Development for J&J’s Medical Devices & Diagnostic Group and before that President of Cordis Endovascular. Prior to J&J, Mr. Coradini was with General Electric for ten years, seven of which were with GE Medical Systems. Mr. Coradini currently serves on the Board of Directors of WaferGen BioSystems, Inc. and chairs its Nominating and Governance Committee and is a member of its Compensation Committee.
A copy of the press release announcing the departure of Dr. Gulfo and the appointment of Mr. Coradini is attached as Exhibit 99.1. and is incorporated herein by reference.
Item 9.01 - Exhibits
(d) Exhibits
| Exhibit 99.1 | Press release of MELA Sciences, Inc. dated June 17, 2013. |
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SIGNATURES
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.
| MELA SCIENCES, INC. | ||||||
| (registrant) | ||||||
| June 20, 2013 | By: | /s/ Richard I. Steinhart | ||||
| Richard I. Steinhart | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
Joseph V. Gulfo Resigns as CEO of MELA Sciences;
Robert C. Coradini Named Interim CEO;
David Stone Elected Chairman of the Board
IRVINGTON, NY, June 17, 2013 — MELA Sciences, Inc. (NASDAQ: MELA), the medical device company that has developed MelaFind®, today announced that Joseph V. Gulfo has resigned as Chairman, President, Chief Executive Officer, and member of the Board of Directors effective June 15, 2013. Robert C. Coradini, a member of the Board of Directors since December 2011, will serve as interim CEO while the board conducts a search for a new CEO. Mr. Coradini has over 20 years experience in the health care industry leading and managing businesses for Johnson & Johnson and GE Medical Systems (currently known as GE Healthcare).
While at Johnson & Johnson, Mr. Coradini held numerous senior leadership positions – he has been President of various subsidiaries of J&J, including Lifescan, Cordis Endovascular and Cardiovations (Ethicon) and was the head of business development of the Medical Devices & Diagnostics Group. He was most recently President of New Ventures of the Johnson & Johnson Consumer Group of Companies where he was responsible for the OrthoNeutrogena division (currently known as Ortho Dermatologics), a leader in dermatology, which was acquired by Valeant International.
“We are thankful for Joseph’s leadership over the past nine years as the company has undergone a successful transformation from product development, to FDA Approval, to early commercial launch of MelaFind® in the US and Germany,” said Mr. Coradini. “The Board and I believe in the technology as a major advance for dermatologists in their fight against Melanoma. It is our intent to work closely with these physicians to succeed. We wish Joseph the best in the next phase of his career.”
Upon this change, David K. Stone, who has served as Lead Independent Director, will assume the role of Chairman of the board and will lead the search for Mr. Gulfo’s replacement.
About MELA Sciences
MELA Sciences, Inc. is a medical device company focused on the commercialization of its flagship product, MelaFind®, and its further design and development. MelaFind® is a first-in-class, FDA approved non-invasive tool to provide additional information to dermatologists during melanoma skin examinations. The device uses light from visible to near-infrared wavelengths to evaluate skin lesions up to 2.5 mm beneath the skin. The device provides information on a lesion’s level of morphologic disorganization to provide additional objective information that may be used by dermatologists in the biopsy decision-making process. MelaFind® has been approved by the US Food and Drug Administration for use in the US. In addition, MelaFind® has received CE Mark approval and is approved for use in the European Union.
For more information on MELA Sciences, Inc., visit www.melasciences.com
Cautionary Statement Regarding Forward Looking Statements
Safe Harbor: This press release includes “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to our plans, objectives, expectations and intentions and other statements that contain words such as “expects,” “contemplates,” “anticipates,” “plans,” “intends,” “believes,” “assumes,” “predicts” and variations of such words or similar expressions that predict or indicate future events or trends, or that do not relate to historical matters. These statements are based on our current beliefs or expectations and are inherently subject to significant known and unknown uncertainties and changes in circumstances, many of which are beyond our control. There can be no assurance that our beliefs or expectations will be achieved. Actual results may differ materially from our beliefs or expectations due to financial, economic, business, competitive, market, regulatory and political factors or conditions affecting the company and the medical device industry in general, as well as more specific risks and uncertainties facing the company such as those set forth in its reports on Forms 10-Q and 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). Factors that might cause such a difference include whether MelaFind® achieves market acceptance. Given the uncertainties affecting companies in the medical device industry such as the Company, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. The Company urges you to carefully review and consider the disclosures found in its filings with the SEC which are available at www.sec.gov and www.melasciences.com.
Contact:
For Investors
Lynn Pieper
Westwicke Partners
415-202-5678
For Media
Claudia Beqaj
PR@melasciences.com