UNITED STATES
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): December 14, 2019

AMNEAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-38485	 	32-0546926	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
400 Crossing Blvd
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 947-3120
N/A
(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))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	  	Trading Symbol(s)	  	Name of each exchange on which registered	
Class A Common Stock, par value $0.01 per share	  	AMRX	  	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
Director Appointments
On December 14, 2019, the Board of Directors (the “Board”) of Amneal Pharmaceuticals, Inc. (the “Company”) appointed each of Jeffrey P. George, John J. Kiely, Jr. and Shlomo Yanai as a director, effective immediately. Each of Messrs. George, Kiely and Yanai will serve on the Board until the Company’s 2020 annual meeting of stockholders and until his successor is duly elected and qualified. The Board affirmatively determined that each of Messrs. George, Kiely and Yanai is independent under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.
Mr. George has nearly 20 years of global healthcare and corporate leadership experience across North America, Europe and emerging markets. He currently serves as Managing Partner of Maytal Capital, a private equity investment and advisory firm he founded, a position he has held since January 2017, as well as an Operating Partner at Revival Healthcare Capital, a medical-device private equity firm, a position he has held since December 2018. Among other leadership roles, Mr. George previously served as Division Head and CEO of Sandoz, Novartis’ generic pharmaceuticals and biosimilars subsidiary, from 2008 to 2014; as Division Head and CEO of Alcon, Novartis’ then branded eye care business, from 2014 to 2016; and more recently as CEO and board member of Performance Health, the largest global manufacturer and distributor of products to the physical therapy and rehabilitation markets. He currently serves on the board of Silicon Valley-based healthcare software firm Roam Analytics and previously served on the boards of AdvaMed (the Advanced Medical Technology Association) and Performance Health Holdings. Mr. George holds a master of business administration from Harvard Business School, a master degree from Johns Hopkins University’s School of Advanced International Studies, and a bachelor of arts degree from Carleton College.
Mr. Kiely has more than 35 years of financial leadership and advisory experience serving public companies, including multi-national corporations. Until June 2019 he served as Senior Assurance Partner at Pricewaterhouse Coopers, where he focused on the pharmaceutical, manufacturing chemical and medical device sectors. From 1980 to June 2019, he held various roles of increasing responsibility at Pricewaterhouse Coopers, including as U.S. Pharmaceutical Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely is currently and has been since July 2019 on the board of directors of Zovio, Inc., an education technology services company. Mr. Kiely holds a bachelor of science degree from Saint Francis University.
Mr. Yanai has more than 15 years of corporate leadership experience, primarily in the pharmaceutical industry. He served as President and Chief Executive Officer at Teva Pharmaceutical Industries Ltd. from 2007 to 2012. Mr. Yanai currently serves as an advisor to CVC Capital Partners, a private equity firm. In addition, he currently serves on the boards of PDL BioPharma Inc. and WR Grace & Co. He previously served on the boards of Cambrex Corp., Lumenis Ltd., Perrigo Company and Sagent Pharmaceuticals, among others, and held various leadership positions in the Israel Defense Forces. Mr. Yanai holds a master of public administration degree from George Washington University and a bachelor of arts from Tel Aviv University and is also a graduate of the U.S. National Defense University – War College.
Each of Messrs. George, Kiely and Yanai will participate in all non-employee director compensation and benefit programs in which the Company’s other non-employee directors participate pursuant to the Company’s Non-Employee Director Compensation Policy, including a pro rated initial award of stock options with a target fair value of approximately $72,690 and a pro rated initial award of restricted stock units with a target fair value of $35,803, each as of the date of appointment to the Board.
There are no related party transactions involving any of Messrs. George, Kiely and Yanai and the Company.
Director Resignation
On December 14, 2019, Jean Selden Greene resigned as a director, effective immediately. Ms. Greene’s resignation was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
 
Item 7.01	Regulation FD Disclosure	
A copy of the Company’s press release regarding the matters described above has been furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.

Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits

	Exhibit No.	  		Description	
			
99.1	  	Press Release dated December 16, 2019		

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.

Date: December 16, 2019	 		 	AMNEAL PHARMACEUTICALS, INC.	

	 		 	By:	 	/s/ Todd P. Branning	
	 		 	Name:	 	Todd P. Branning	
	 		 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit 99.1
Amneal Appoints Jeff George, John Kiely and Shlomo Yanai to Board of Directors
Three Independent Directors Bring Significant Pharmaceutical, Healthcare and Financial Expertise and
Track Records of Creating Value for Shareholders
BRIDGEWATER, N.J. – December 16, 2019 – Amneal Pharmaceuticals, Inc. (NYSE: AMRX) (“Amneal” or the “Company”) today announced that Jeff George, John Kiely and Shlomo Yanai have been appointed to the Company’s Board of Directors, effective as of December 14, 2019. These three new independent directors bring to Amneal extensive records of overseeing growth and creating value in the pharmaceutical and healthcare industries.
Paul Meister, Chairman of Amneal’s Board, said, “It is a testament to the opportunities ahead for Amneal that we have attracted leaders of Jeff, John and Shlomo’s caliber to our Board. They each have deep knowledge of our industry, and we are confident they will help us capitalize on those opportunities. Moving forward, we will continue to add new expertise and fresh perspectives to our Board.”
Amneal Co-Founders and Co-Chief Executive Officers, Chirag Patel and Chintu Patel, said, “Jeff, John and Shlomo each bring tremendous records of leadership and delivering results in the global pharmaceutical and healthcare industries, and we are pleased to welcome them to the Amneal Board. We look forward to working closely with them as we execute on our strategies to reinvigorate Amneal, drive growth and create value for patients, shareholders and our other stakeholders.”
Select leadership and industry experience for Amneal’s three new directors includes:
 
 	•	 	Jeff George has nearly 20 years of global healthcare and corporate leadership experience across North America, Europe and emerging markets. He currently serves as Managing Partner of Maytal Capital, a private equity investment and advisory firm he founded, as well as an Operating Partner at Revival Healthcare Capital, a medical-device private equity firm. Among other leadership roles, Mr. George previously served as Division Head and CEO of Sandoz, Novartis’ $10 billion generic pharmaceuticals and biosimilars subsidiary, from 2008 to 2014; as Division Head and CEO of Alcon, Novartis’ then $10 billion branded eye care business, from 2014 to 2016; and more recently as CEO and board member of Performance Health, the largest global manufacturer and distributor of products to the physical therapy and rehabilitation markets. He currently serves on the board of Silicon Valley-based healthcare software firm Roam Analytics and previously served on the boards of AdvaMed (the Advanced Medical Technology Association) and Performance Health Holdings.	
 
 	•	 	John Kiely has more than 35 years of financial leadership and advisory experience serving public companies, including multi-national corporations. Until June 2019 he served as Senior Assurance Partner at Pricewaterhouse Coopers, where he focused on the pharmaceutical, manufacturing chemical and medical device sectors. Since 1980, he has held various roles of increasing responsibility at Pricewaterhouse Coopers, including as U.S. Pharmaceutical Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely currently serves on the board at Zovio, Inc.	
 
 	•	 	Shlomo Yanai has more than 15 years of corporate leadership experience, primarily in the pharmaceutical industry. He most recently served as President and CEO at Teva Pharmaceutical Industries Ltd., from 2007 to 2012, where he increased revenues from $8.4 billion in 2006 to $18.3 billion in 2011, and net profit from $1.9 billion to $4.4 billion over the same time period. Mr. Yanai also serves as an advisor to CVC Capital Partners, a leading private equity firm with $80.5 billion in assets under management. In addition, he currently serves on the boards of PDL BioPharma Inc. and WR Grace & Co. Mr. Yanai previously served on the boards of Cambrex Corp., Lumenis Ltd., Perrigo Company and Sageant Pharmaceuticals, among others, and held various leadership positions in the Israel Defense Forces.	
 
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Amneal also announced today that Jean Selden Greene has retired from the Amneal Board, effective as of December 14, 2019. Ms. Greene’s resignation was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of the foregoing changes on Board composition, the Board will comprise eleven directors.
About Amneal
Amneal Pharmaceuticals, Inc. (NYSE: AMRX), headquartered in Bridgewater, NJ, is a fully-integrated pharmaceutical company focused on the development, manufacture and distribution of generic and specialty drug products. The Company has manufacturing operations in North America, Asia, and Europe, working together to bring high-quality medicines to patients primarily within the United States.
Amneal has an extensive portfolio of more than 225 marketed commercial products and is expanding its portfolio to include complex dosage forms, including biosimilars, in a broad range of therapeutic areas. The Company also markets a portfolio of branded pharmaceutical products through its Specialty segment focused principally on central nervous system and endocrine disorders. For more information, visit www.amneal.com.
Forward-Looking Statements
Certain statements contained herein, regarding matters that are not historical facts, may be forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995, as amended). Such forward-looking statements include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including, among other things, future operating results and financial performance, product development and launches, integration strategies and resulting cost reduction, market position and business strategy. Words such as “may,” “will,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “assume,” “continue,” and similar words are intended to identify estimates and forward-looking statements.
The reader is cautioned not to rely on these forward-looking statements. These forward-looking statements are based on current expectations of future events. If the underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Amneal. A list and descriptions of these risks, uncertainties and other factors can be found in the Company’s most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as supplemented by any subsequently filed Quarterly Reports on Form 10-Q. Copies of these filings are available online at www.sec.gov, www.amneal.com or on request from the Company.
Forward-looking statements included herein speak only as of the date hereof and we undertake no obligation to revise or update such statements to reflect the occurrence of events or circumstances after the date hereof, except as otherwise required by United States securities laws.
Amneal Contact
Todd Branning
Chief Financial Officer
908-280-6019
 
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