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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: November 25, 1998 Commission File No. 000-23467
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(Date of earliest event reported)
PENWEST PHARMACEUTICALS CO.
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(Exact name of registrant as specified in its Charter)
Washington 91-1513032
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2981 Route 22, Patterson, NY 12563-9970
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(Address of principal executive offices) (Zip Code)
(914) 878-3414
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 25, 1998, Penwest Pharmaceuticals Co. issued a press release
announcing that its President and Chief Operating Officer, Jack Talley, resigned
to pursue other interests. Mr. Talley also resigned as a director of Penwest.
Penwest's Chairman and Chief Executive Officer Tod Hamachek will assume Mr.
Talley's responsibilities. 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.
ITEM 7. EXHIBITS
99.1 Press release dated November 25, 1998.
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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: November 30, 1998 PENWEST PHARMACEUTICALS CO.
/s/ Tod Hamachek
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Tod Hamachek
Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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99.1 Press release dated November 25, 1998.
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EXHIBIT 99.1
CONTACT: Jennifer Good Jason Lynch
Chief Financial Officer Kekst and Company
Penwest Pharmaceuticals Co. (212)521-4841
(914)878-8381
FOR IMMEDIATE RELEASE
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PENWEST ANNOUNCES MANAGEMENT CHANGE
PATTERSON, NY, NOVEMBER 24, 1998 - Penwest Pharmaceuticals Co. (NASDAQ: PPCO)
today announced that Jack V. Talley has resigned as president, chief operating
officer and director of Penwest to pursue other interests. Tod R. Hamachek,
Penwest's chairman and chief executive officer, will assume Mr. Talley's
responsibilities.
"Jack Talley has made an important contribution to the development of Penwest
Pharmaceuticals," Mr. Hamachek said. "We wish him well in his new endeavors."
"Penwest remains on track and is successfully executing its strategy. Just last
week we announced with Sanofi that Slofedipine XL, which uses Penwest's
proprietary TIMERx controlled release technology, has been approved for
marketing in England. I continue to be pleased with the progress we are making
and remain confident that Penwest's experienced management team can capitalize
on the opportunities presented by our unique TIMERx technology," concluded Mr.
Hamachek.
Penwest is engaged in the research, development and commercialization of novel
drug delivery technologies. Based on its experience in developing and
manufacturing tabletting ingredients for the pharmaceutical industry, the
Company has developed its proprietary TIMERx controlled release drug delivery
technology, which is applicable to a broad range of orally administered drugs.
The Company is also an established manufacturer of excipients, the inactive
ingredients used in binding, disintegrating and lubricating tabletted
pharmaceutical and nutritional products.
The matters discussed herein contain forward-looking statements that involve
risks and uncertainties, which may cause Penwest's actual results in future
periods to be materially different from any future performance suggested herein.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words, "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. Such
factors include actual and potential competition, the risk of patent litigation,
the timing and outcome of regulatory approval of products, dependence on
collaborators, and other risks as set forth under the caption "Risk Factors" in
the Company's Registration Statement on Form 10.
