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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: December 6, 1999 Commission File No. 000-22347
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(Date of earliest event reported)
ASCENT PEDIATRICS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 04-3047405
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
187 Ballardvale Street, Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip Code)
(978) 658-2500
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
CHANGE IN PRESIDENT
On December 17, 1999, Ascent Pediatrics, Inc. ("Ascent") issued a press
release announcing the appointment of Dr. Emmett Clemente to the office of
President of Ascent, a position he held previously until 1996. Dr. Clemente
founded Ascent in 1989 and will also remain as Chairman of Ascent. Mr. Alan R.
Fox, previously President and Chief Executive Officer of Ascent, has left Ascent
to pursue other interests. A copy of the press release has been filed with this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
TERMINATION OF WARNER-LAMBERT PROMOTION AGREEMENT
On December 6, 1999, Warner-Lambert Company ("Warner Lambert") notified
Ascent that Warner-Lambert had entered into an agreement with Abbott
Laboratories for the sale of Warner-Lambert's assets with respect to the
Omnicef(R) (cefdinir) product and that, immediately after the consummation of
such sale, Warner-Lambert will terminate its promotion agreement with Ascent
relating to the Omnicef(R) (cefdinir) product. Warner-Lambert has indicated that
the closing of the sale, which is subject to certain closing conditions, is
currently scheduled for January 10, 2000.
ITEM 7. EXHIBITS
99.1 Press release dated December 17, 1999.
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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.
Dated: December 20, 1999 ASCENT PEDIATRICS, INC.
/s/ Eliot M. Lurier
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Eliot M. Lurier
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Press release dated December 17, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ASCENT PEDIATRICS, INC
Emmett Clemente, Ph.D., President & Chairman
Eliot Lurier, CFO
Tel: 978-658-2500
Fax: 978-658-3939
EMMETT CLEMENTE, Ph.D., APPOINTED PRESIDENT OF ASCENT PEDIATRICS
(Wilmington, MA, December 17, 1999 - The board of directors of Ascent
Pediatrics, Inc., (OTCBB: ASCTP) announced the appointment of Dr. Emmett
Clemente to the office of President, a position he held previously until 1996.
Dr. Clemente founded the company in 1989 and will also remain as chairman of
Ascent Pediatrics. Mr. Alan R. Fox, previously president, has left Ascent
Pediatrics to pursue other interests.
Ascent also announced the promotion of Gregory A. Vannatter to Executive Vice
President, responsible for sales, marketing and commercial operations.
"We remain committed to our focus on the pediatric pharmaceutical business,"
said Dr. Clemente, "and we eagerly await the FDA approval of Primsol(R) Solution
(trimethoprim HCl oral solution), the company's first marketed prescription
product."
Ascent Pediatrics, Inc., is a drug development and marketing company focused
exclusively on the pediatric market. The Company's strategy is to address unmet
medical needs of children through the development of differentiated; proprietary
products based on approved compounds with well-known clinical profiles. Ascent
currently markets two non-prescription products, FeverAll(R) acetaminophen
suppositories and Pediamist(R), nasal saline mist.
Investors are cautioned that this press release contains forward-looking
statements that involve a number of risks and uncertainties. For this purpose,
any statements that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes", "anticipates", "expects", "intends", "will" and similar expressions
are intended to identify forward-looking statements. Information contained in
these forward looking-statements is inherently uncertain, and actual performance
and results may differ materially due to numerous factors, including but not
limited to the following: the Company's capital needs, seasonality and variable
operating results, the Company's dependence on new product development, the
Company's dependence on obtaining regulatory approval to market products, the
Company's inability to retain or attract customers due to competition,
uncertainty in the healthcare industry, and risk of product liability claims.
These factors, as well as a number of other important factors, are more fully
described in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Certain Factors That May Affect
Future Results", which description is incorporated herein by this reference, and
in the Company's other filings with the Securities and Exchange Commission.
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