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EX-99.1 - EX-99.1 - MEDICINES CO /DEa11-11133_1ex99d1.htm

 

 

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): April 26, 2011

 

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-31191

 

04-3324394

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8 Sylvan Way

Parsippany, New Jersey

 


07054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (973) 290-6000

 

 

(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 26, 2011, the Board of Directors of The Medicines Company (the “Company”) elected John C. Kelly to serve as a director, effective immediately, and appointed him to serve on the Company’s Audit Committee.  Mr. Kelly joined the Board as a Class 1 Director and is scheduled to stand for re-election as a director at the Company’s 2013 annual meeting of stockholders.  A copy of the press release containing the announcement is included as Exhibit 99.1.

 

There is no arrangement or understanding between Mr. Kelly and any other persons pursuant to which he was elected as a director and Mr. Kelly is not, has not been, and is not currently proposed to be, a participant in any related person transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01.  Financial Statements and Exhibits

 

(c)

Exhibits

 

 

 

99.1         Press release dated April 28, 2011

 

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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.

 

 

THE MEDICINES COMPANY

 

 

 

 

 

Date:  April 28, 2011

By:

/s/ Paul M. Antinori

 

 

Paul M. Antinori

 

 

Senior Vice President and General Counsel

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated April 28, 2011

 

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