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):
September 1, 1998
CHIREX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27698 04-3296309
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
300 Atlantic Street, Suite 402, Stamford,
Connecticut 06901 (Address of principal
executive offices) (zip code)
(203) 351-2300
(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 1, 1998, ChiRex Inc. (the "Company"), issued a press
release announcing the appointment of Michael A. Griffith, formerly Chief
Financial Officer of the Company, as Chairman of the Board and Chief
Executive Officer, and Frank J. Wright, who formerly shared the office of
the Chief Executive with Mr. Griffith, as Executive Vice President. Also
effective as of September 1, 1998, is the previously announced appointment
of Ian Shott as Chief Operating Officer, Jon E. Tropsa, formerly Corporate
Controller and Treasurer of the Company, as Vice President, Finance, and
Ian Brown, formerly head of Manufacturing Operations of the Company, as
Vice President, Annan Operations.
A copy of the press release issued by the Company on September 1,
1998 in connection with the above is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated September 1, 1998
[ChiRex Logo]
Contacts:
Michael A. Griffith Douglas MacDougall
Chairman and Chief Executive Officer Naresh Kachoria
ChiRex Inc. Feinstein Kean Partners Inc.
(203) 351-2300 (617) 577-8110
FOR IMMEDIATE RELEASE
CHIREX NAMES MICHAEL A. GRIFFITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Stamford, Connecticut-September 1, 1998-ChiRex Inc. (Nasdaq: CHRX) today
announced the appointment of Michael A. Griffith, 39, as Chairman of the
Board and Chief Executive Officer, effective immediately. Mr. Griffith, who
has been with the Company since 1996, was formerly a member of the Office
of the Chief Executive and Chief Financial Officer. Elizabeth M. Greetham
has resigned her positions as Chairman of the Board and as a Director of
the Company.
"During the last three months Mr. Griffith has demonstrated that he is the
best candidate to lead this Company," stated W. Dieter Zander, a member of
ChiRex's Board of Directors. "Michael has excellent managerial skills, an
extensive track record in business development, and perhaps most important,
an understanding of the critical role that ChiRex's proprietary technology
can play in the future of this industry. This appointment reflects the
Board's commitment to meeting the service requirements of its
pharmaceutical customers using a product management-based approach, while
simultaneously delivering superior returns to shareholders. On behalf of
the entire Board of Directors, I extend best wishes and thanks to Liz
Greetham for her substantial commitment to ChiRex since its formation."
Mr. Griffith stated that "ChiRex currently has world-class, multi-site
pharmaceutical contract manufacturing capability and the leading process
technology position in the industry. By adding the important upstream
activities of process research, contract process development and
small-scale synthesis, we will provide our pharmaceutical and life science
customers with the finest integrated product support available anywhere to
speed their products to market at the lowest possible cost."
ChiRex also announced that Frank J. Wright, who formerly shared the Office
of the Chief Executive with Mr. Griffith, is today appointed Executive Vice
President, reporting to Mr. Griffith. Also effective today is the
previously announced appointment of Ian Shott as Chief Operating Officer.
Jon E. Tropsa, formerly Corporate Controller and Treasurer, has been
promoted to Vice President, Finance, reporting to Mr. Griffith.
-more-
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Ian Brown, formerly head of Manufacturing Operations, has been appointed
Vice President, Annan Operations, reporting to Mr. Shott.
Management Backgrounds
Mr. Griffith has served ChiRex as Chief Financial Officer since April 1996
and as a member of the Board of Directors since October 1996. Previously,
he was a Director of Credit Suisse First Boston, and a Vice President of
Bankers Trust Company. Mr. Griffith holds a Master of Management in
finance, marketing and international economics from the J.L. Kellogg
Graduate School of Management at Northwestern University.
Mr. Wright joined ChiRex as Vice President of Operations in November 1997,
following the acquisition of Glaxo's Annan facility by ChiRex. During the
previous 16 years, Mr. Wright served in senior positions at Glaxo in
outsourcing and procurement, manufacturing strategy and corporate
development. He trained as a mechanical engineer, and studied strategic
business and management development at Liverpool University and London
Business School.
Ian Shott brings to ChiRex the accumulated experience of over 20 years of
fine chemical manufacturing experience. Mr. Shott was formerly General
Manager of Lonza Fine Chemicals, Head of International Supply Chain
Management, and was a member of the Executive Committee. Previously, he
served at ICI and Zeneca Fine Chemicals for 15 years. Mr. Shott holds a BS
in Chemical Engineering from the Imperial College in London. Mr. Shott will
be based at the Company's facility in Dudley, England.
Mr. Tropsa has over twenty years of financial management experience and was
formerly Corporate Controller of Dynacast, Inc. in Yorktown Heights, NY and
Hargro Associates in Stamford, CT. Mr. Tropsa holds a BS in Accounting from
Babson College and is a Certified Public Accountant.
Mr. Brown has been solely responsible for all manufacture and sales and
operations planning at the Annan site for the past three years with ChiRex
and Glaxo Wellcome. Mr. Brown joined Glaxo Wellcome in 1987 from SmithKline
Beecham.
ChiRex Inc. serves the outsourcing needs of some of the largest
pharmaceutical and life science companies in the world by providing
pharmaceutical fine chemical manufacturing and process development services
and offering its customers access to the Company's extensive portfolio of
proprietary technologies. ChiRex's contract manufacturing services
developed over the past thirty years include, process research and
development, hazard evaluation and clinical quantity pilot-scale and
commercial-scale manufacturing at its world-class current Good
Manufacturing Practices facilities in Dudley, England and Annan, Scotland.
The Company's customers include Glaxo Wellcome plc, Sanofi S.A., Pfizer
Inc., Pharmacia & Upjohn Inc., Bristol Myers-Squibb, Eli Lilly and Company,
Astra, Rohm and Haas Company and SmithKline Beecham plc. The Company's
common stock is publicly traded in the United States on the Nasdaq National
Market under the symbol "CHRX."
Any statements contained in this release that relate to future plans,
events, or performance, are forward-looking statements that involve risks
and uncertainties, including, but not limited to, product development and
market acceptance risks, product manufacturing risks, the impact of
competitive products and pricing, the results of current and future
licensing and other collaborative relationships, the results of financing
efforts, developments regarding intellectual property rights and
litigation, risks of product non-approval or delays or post-approval
reviews by the FDA or foreign
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regulatory authorities, and other risks identified in ChiRex Inc.'s
Securities and Exchange Commission filings. Actual results, events or
performance may differ materially. Readers are cautioned not to place undo
reliance on these forward-looking statements, which speak only as the date
hereof. ChiRex undertakes no obligation to publicly release the results of
any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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