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: January 28, 2009
(Date of earliest event reported)
ENTEROMEDICS INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33818
| Delaware | 48-1293684 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2800 Patton Road, St. Paul, Minnesota 55113
(Address of principal executive offices, including zip code)
(651) 634-3003
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On January 28, 2009, the Board of Directors (the “Board”) of EnteroMedics Inc. (the “Company”) voted to increase the size of the Board by one director and elected Jon T. Tremmel as an independent director of the Board, to serve as a Class II director. The Board consists of three classes of directors, with Class I and Class III each having three directors, and Class II having four directors. Class II directors, including Mr. Tremmel, will stand for re-election at the 2009 annual meeting of stockholders of the Company. The Board committees that Mr. Tremmel will serve on have not yet been determined.
Mr. Tremmel, 62, has served in a variety of senior management positions at Medtronic, Inc. for nearly 30 years. Most recently, from March of 2003 until his retirement from Medtronic in April of 2007, Mr. Tremmel served as the President of the Neurological Division. He has also served as the President of the Physio Control Division, President of the Tachyarrhythmia Management Division and President of the Interventional Vascular Division at Medtronic. Mr. Tremmel currently serves as a Board Member for a number of corporate and civic organizations. He received his Master’s Degree in Business Administration (MBA) from the University of Minnesota and a Master’s in Engineering from Boston University, in addition to earning his Bachelor of Science (B.S.) in Business & Engineering from the University of Minnesota.
As a non-employee director, Mr. Tremmel will be entitled to the benefits and arrangements applicable to non-employee directors as identified in the “Director Compensation” section of the Company’s Definitive Proxy Statement filed April 7, 2008.
There are no arrangements or understandings between Mr. Tremmel and any other persons pursuant to which Mr. Tremmel was selected as a director. Mr. Tremmel does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be a party, nor has Mr. Tremmel had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year. Mr. Tremmel has no family relationships with any member of the Board or any other executive officer of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated January 28, 2009, entitled “EnteroMedics Elects Jon T. Tremmel to Board of Directors.” |
SIGNATURE
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.
| ENTEROMEDICS INC. | ||
| By: | /s/ Greg S. Lea | |
| Greg S. Lea | ||
| Senior Vice President and Chief Financial Officer | ||
Date: January 28, 2009
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press release, dated January 28, 2009, entitled “EnteroMedics Elects Jon T. Tremmel to Board of Directors.” |
Exhibit 99.1
Contact:
EnteroMedics Inc.
Greg S. Lea
(651) 789-2860
ir@enteromedics.com
ENTEROMEDICS ELECTS JON T. TREMMEL TO BOARD OF DIRECTORS
ST. PAUL, Minn., January 28, 2009 – EnteroMedics Inc., (NASDAQ: ETRM), the developer of medical devices using neuroblocking technology to treat obesity, its associated co-morbidities, and other gastrointestinal disorders, today announced the election of Jon T. Tremmel to the Company’s Board of Directors. Mr. Tremmel has almost 30 years of leadership experience as an executive at Medtronic, Inc. where he oversaw the successful design, development and commercial launch of a number of new medical and neuromodulation devices.
“We are very pleased to have Jon join the EnteroMedics Board of Directors,” commented President and CEO Mark B. Knudson, Ph.D. “His previous leadership roles in the medical device industry are extensive and Jon’s highly relevant neuromodulation domain experience will be a great addition to the board of our Company. We look forward to his contribution to the development and commercialization of VBLOC Therapy.”
Over the course of his career at Medtronic, Mr. Tremmel served in a variety of senior management positions, including President of the Neurological Division, President of the Physio Control Division, President of the Tachyarrhythmia Management Division and President of the Interventional Vascular Division. Mr. Tremmel currently serves as a Board Member for a number of corporate and civic organizations. He received his Master’s Degree in Business Administration (MBA) from the University of Minnesota and a Master’s in Engineering from Boston University, in addition to earning his Bachelor of Science (B.S.) in Business & Engineering from the University of Minnesota.
About EnteroMedics Inc.
EnteroMedics is a development stage medical device company focused on the design and development of devices that use neuroblocking technology to treat obesity and other gastrointestinal disorders. EnteroMedics’ proprietary neuroblocking technology, VBLOC™ vagal blocking therapy, is designed to intermittently block the vagus nerves using high-frequency, low-energy, electrical impulses. EnteroMedics has met its enrollment goal under an FDA-approved Investigational Device Exemption (IDE) for the EMPOWER Study using the Maestro™ System, its initial product for the treatment of obesity. EnteroMedics is currently recruiting patients outside of the United States for a feasibility study examining VBLOC Therapy’s effects on blood glucose levels in diabetic patients. For more information, visit www.enteromedics.com.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements about EnteroMedics Inc. Our actual results could differ materially from those discussed due to known and unknown risks, uncertainties and other factors including our limited history of operations, our losses since inception and for the foreseeable future; our lack of regulatory approval for our Maestro™ System for the treatment of obesity; our inability to complete our EMPOWER pivotal trial and other clinical trials, or significant delays in the completion of our clinical trials; our ability to timely commercialize our Maestro System; our dependence on third parties to initiate and perform our clinical trials; the need to obtain regulatory approval for any modifications to our Maestro System; physician adoption of our Maestro System and VBLOC™ vagal blocking therapy; our ability to obtain third party coding, coverage or payment levels; ongoing regulatory compliance; our dependence on third party manufacturers and suppliers; the successful development of our sales and marketing capabilities; our ability to raise additional capital when needed; our ability to attract and retain management and other personnel and to manage our growth effectively; potential product liability claims; potential healthcare fraud and abuse claims; and our ability to obtain and maintain intellectual property protection for our technology and products. These and additional risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission, particularly those factors identified as “risk factors” in the Company’s Form 10-K dated March 13, 2008. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
Caution-Investigational device. Limited by Federal law to investigational use.
The implantation procedure and usage of the Maestro™ System carry some risks, such as the risk generally associated with laparoscopic procedures and those related to treatment as described in the EMPOWER clinical trial informed consent.
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