SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2013
TARGETED MEDICAL PHARMA, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
2980 Beverly Glen Circle, Suite 301
Los Angeles, California
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (310) 474-9809
(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 to 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 1.01 Entry into a Material Definitive Agreement.
On March 18, 2013, Targeted Medical Pharma, Inc. (the “Company”) entered into Amendment No. 1 to Employment Agreement with David Silver, MD (“Amendment No. 1”) in connection with Dr. Silver’s appointment as President and Chief Operating Officer of the Company.
Amendment No. 1 amends that certain employment agreement dated November 28, 2011 between the Company and Dr. Silver which was filed on a Form 8-K dated December 28, 2011 as Exhibit 10.2 (the “Employment Agreement”). Amendment No. 1 amends the Employment Agreement solely by changing Dr. Silver’s title from Executive Vice President of Medical and Scientific Affairs to President and Chief Operating Officer and by changing his responsibilities in accordance with his changed title.
The description of Amendment No. 1 is qualified in its entirety by reference to the complete text of Amendment No. 1, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. You are urged to read the entire Amendment No. 1 attached hereto.
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On March 18, 2013, the Company appointed Dr. David Silver as the President and Chief Operating Officer of the Company. Prior to his appointment as our President and Chief Operating Officer, Dr. Silver was our Executive Vice President of Medical and Scientific Affairs, a position he held since December 2011. Dr. Silver has also been a director of the Company since October 2011.
Dr. Silver is a practicing board certified rheumatologist and internist with privileges at Cedars-Sinai Medical Center in Los Angeles, California and served as clinical chief of rheumatology at Cedars Sinai from October 2000 to September 2004. Since June 1993, Dr. Silver has taught at the University of California at Los Angeles School of Medicine in various capacities and in July 2004 was named an associate clinical professor. From December 1994 to October 2008, Dr. Silver served as the director of the Chronic Pain Rehabilitation Program at Cedars-Sinai Medical Center and, since January 1993, Dr. Silver has served as associate medical director of the Osteoporosis Medical Center, a non-profit research corporation in Beverly Hills, California. From May 2003 to April 2006, Dr. Silver served as member of the scientific advisory committee of the American College of Rheumatology and, from May 2000 to April 2002, he served as a member of the awards and grants committee. Dr. Silver has written a book entitled Playing Through Arthritis: How to Conquer Pain and Enjoy Your Favorite Sports and Activities. Dr. Silver has also been granted several research grants to study osteoarthritis, osteoporosis, fibromyalgia, rheumatoid arthritis and epicondylitis. Dr. Silver is the author of numerous publications in peer-reviewed journals and has regularly accepted speaking engagements on various topics in rheumatology. Dr. Silver also serves as peer reviewer for Arthritis and Rheumatism, Clinical Rheumatology, Osteoporosis International, Journal of Osteoporosis and American Journal of Managed Care. Dr. Silver received a Bachelor of Arts degree in medical sciences with a minor in economics from Boston University and a medical degree from the Boston University School of Medicine. He did his residency training in internal medical at Northwestern University School of Medicine and his fellowship in Rheumatology at Cedars Sinai Medical Center.
|Item 9.01.||Financial Statements and Exhibits.|
|10.1||Amendment No. 1 to Employment Agreement, dated March 18, 2013|
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: March 21, 2013
|TARGETED MEDICAL PHARMA, INC.|
|By:||/s/ William E. Shell|
|Name: William E. Shell, MD|
|Title: Chief Executive Officer|
|10.1||Amendment No. 1 to Employment Agreement, dated March 18, 2013|
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT
This Amendment No.1 (the "Amendment") dated March 18, 2013, to that certain Employment Agreement (the "Agreement"), dated November 28, 2011 between TARGETED MEDICAL PHARMA, INC. ("Employer") and DAVID SILVER, MD ("Executive").
Pursuant to Section 24(C) of the Agreement, Employer and Executive hereby agree to amend the Agreement, effective on the date hereof, as follows:
1. Section l of the Agreement is amended in its entirety as follows:
ENGAGEMENT. TMP shall employ Executive as President and Chief Operating Officer.
2. Section 2 of the Agreement is hereby amended in its entirety as follows:
RESPONSIBILITY. Executive shall report to the Chief Executive Officer of TMP. Executive shall be responsible for assisting TMP in capacities including, but not limited to: management of day to day operations of the Employer, representing Employer in presentation to and negotiations with investors and lenders, developing and supporting clinical trials, marketing and sales support, reviewing of formulations and monographs and attending scientific meetings.
3. NO OTHER AMENDMENTS; GOVERNING LAW; COUNTERPARTS. Except as specifically set forth in this Amendment, there are no other amendments to the Agreement and the Agreement shall remain unmodified and in full force and effect. This Amendment shall be governed by and construed in accordance with the internal laws of the State of [California]. This Amendment may be executed in one or more counterparts. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the sate first set forth above.
|William Shell, MD, CEO|
|David Silver, MD|