8-K
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): March 19, 2009
Marshall Edwards, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50484
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51-0407811 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
incorporation or |
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organization) |
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140 Wicks Road, North Ryde, NSW, 2113 Australia
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (011) 61 2 8877-6196
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 19, 2009, William D. Rueckert resigned as a member of the Board of Directors
of Marshall Edwards, Inc. (the Company). Mr. Rueckert was the Chairman of the Audit Committee
and the audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K.
Simultaneous with Mr. Rueckerts resignation, the Board of Directors appointed Leah Cann as a
member of the Board of Directors and Chairperson of the Audit Committee effective immediately. The
Board of Directors has determined that Ms. Cann qualifies as an audit committee financial expert
as defined in Item 407(d)(5) of Regulation S-K.
The Company issued a press release on March 19, 2009 announcing Mr. Rueckerts resignation
from, and Ms. Canns appointment to, the Board of Directors. A copy of the press release is
attached to this Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press Release issued by Marshall Edwards, Inc. dated as of March 19, 2009 |
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.
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MARSHALL EDWARDS, INC.
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By: |
/s/ David R. Seaton
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David R. Seaton |
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Chief Financial Officer
(Duly Authorized Officer
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Financial Officer) |
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Dated: March 24, 2009
Index to Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release issued by Marshall Edwards, Inc. dated as of March 19, 2009 |
EX-99.1
Exhibit 99.1
Biotech Analyst Joins Board of Directors of Marshall Edwards, Inc.
NEW CANAAN, CT and SYDNEY, AUSTRALIA 03/19/09 Marshall Edwards, Inc. (NASDAQ: MSHL) is
pleased to announce the appointment of Leah Cann to the Board of Directors of the Company.
Ms. Cann is an independent research analyst in Newport, Rhode Island. She began her career as a
research scientist with Memtec Corporation and moved to Wall Street in 1992, where she was a
research analyst with CIBC Oppenheimer for nearly nine years. Ms. Cann was a heath care analyst for
the Boston-based asset manager, Cadence Capital, and later the senior biotechnology analyst for
Wachovia Securities. Twice recognized as an All-Star analyst by the Wall Street Journal, she is the
founder of Leah Rush Cann Research and Consulting, LLC, a Newport, Rhode Island-based cancer
research and consulting organization. She is also Founder and Chairman of the Board of Hope Funds
for Cancer Research, and a member of the New York Academy of Sciences.
Ms. Cann received a BA in Art History and Chemistry and an MBA from Stetson University. She was a
post-baccalaureate at the College of William and Mary and a post-graduate at Columbia University.
She has been a trustee and member of several committees of International House in New York City for
more than 10 years.
Marshall Edwards Board Chairman, Professor Bryan Williams, welcomed Ms. Cann to the Board. She has
been appointed chair of the Company Audit Committee.
The Company also announces that Mr. William D. Rueckert has resigned from the Marshall Edwards
Board, and has accepted a position on the Board of the Companys 72 per cent shareholder, Novogen
Limited. Chairman Williams, on behalf of the board and shareholders, thanked Mr. Rueckert for his
skillful and effective contributions as a Marshall Edwards director.
About Marshall Edwards, Inc. and Novogen Limited
Marshall Edwards is a specialist oncology company focused on the clinical development of novel
anti-cancer therapeutics. These derive from a flavonoid technology platform that has generated a
number of novel compounds characterized by broad ranging activity in laboratory testing against a
range of cancer targets with few side effects. The ability of these compounds to inhibit the
production of pro-survival proteins within the cancer cell suggests that they may possess a unique
combination of efficacy and safety. Marshall Edwards has licensed rights from Novogen Limited (ASX:
NRT) (NASDAQ: NVGN) to bring oncology drugs including phenoxodiol and triphendiol (NV-196) to
market globally. Marshall Edwards is majority owned by Novogen, an Australian biotechnology company
that is specializing in the development of therapeutics based on a flavonoid technology platform.
Novogen, based in Sydney, Australia, is developing a range of therapeutics from its proprietary
flavonoid synthetic chemistry technology platform. More information on phenoxodiol, triphendiol and
on the Novogen group of companies can be found at www.marshalledwardsinc.com and www.novogen.com.
More information about Marshall Edwards Phase III clinical trial Ovature, in which phenoxodiol is
being studied in conjunction with weekly carboplatin for its efficacy in treating advanced ovarian
cancer can be found by visiting www.ovaturetrial.com.
Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical trials and
approved by the FDA as being safe and effective for the intended use. Statements included in this
press
release that are not historical in nature are forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should be
aware that our actual results could differ materially from those contained in the forward-looking
statements, which are based on managements current expectations and are subject to a number of
risks and uncertainties, including, but not limited to, our failure to successfully commercialize
our product candidates; costs and delays in the development and/or FDA approval, or the failure to
obtain such approval, of our product candidates; uncertainties in clinical trial results; our
inability to maintain or enter into, and the risks resulting from our dependence upon,
collaboration or contractual arrangements necessary for the development, manufacture,
commercialization, marketing, sales and distribution of any products; competitive factors; our
inability to protect our patents or proprietary rights and obtain necessary rights to third party
patents and intellectual property to operate our business; our inability to operate our business
without infringing the patents and proprietary rights of others; general economic conditions; the
failure of any products to gain market acceptance; our inability to obtain any additional required
financing; technological changes; government regulation; changes in industry practice; and one-time
events. We do not intend to update any of these factors or to publicly announce the results of any
revisions to these forward-looking statements.
Contact:
Christopher Naughton
+ 61 2 9878 0088 (Australia)
Email Contact