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): August 27,
2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-10909
|
22-2343568
|
||||
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification No.)
|
420 Lexington Avenue, Suite
450, New York, New York 10170
(Address
of Principal Executive Offices)(Zip Code)
(212)
584-4180
Registrant's
Telephone Number
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.
|
Joseph
Zuckerman, M.D. will resign as a director of NeoStem, Inc. (the “Company”) as of
the effective time (the “Effective Time”) of the merger (the “Merger”) of China
Biopharmaceuticals Holdings, Inc. (“CBH”) with and into CBH Acquisition LLC, a
wholly-owned subsidiary of the Company (“Subco”), pursuant to the Agreement and
Plan of Merger, dated as of November 2, 2008, by and among the Company, CBH,
Subco and China Biopharmaceuticals Corp., CBH’s wholly-owned subsidiary, as the
same was amended on July 1, 2009 and August 27, 2009. Dr. Zuckerman
currently serves on the Company’s Compensation Committee and Nominating
Committee.
The Board
has appointed Edward C. Geehr, M.D. to the Company’s Board of Directors to
replace Dr. Zuckerman, which appointment will be effective as of the Effective
Time of the Merger. Dr. Geehr will also take Dr. Zuckerman’s seat on
the Nominating Committee as of the Effective Time of the
Merger. Until 2009, Dr. Geehr, age 60, had served as Executive Vice
President of Operations for Abraxis BioScience, in which capacity Dr. Geehr was
responsible for global commercial operations. Prior to joining
Abraxis in 2008, Dr. Geehr had served as President of Allez Spine, LLC in 2004,
a developer, manufacturer and distributor of medical devices. Dr.
Geehr was a co-founder and executive chairman of IPC-The Hospitalist Company,
which became a publicly traded company in 2008. Dr. Geehr received
his undergraduate degree from Yale University and his medical degree from Duke
University. He trained in Emergency Medicine at UCLA and subsequently
obtained board certification. Dr. Geehr is the author of many
scientific articles and books and held a faculty appointment at the University
of California, San Francisco School of Medicine.
Dr. Geehr
will be compensated under the Company’s standard policies for
directors. There are no arrangements or understandings between Dr.
Geehr and any person with respect to his appointment to the Company’s Board of
Directors. Additionally, there have been no transactions involving
Dr. Geehr that would require disclosure under Item 404(a) of Regulation
S-K.
2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
| NEOSTEM, INC. | |||
|
|
By:
|
/s/ Catherine M. Vaczy | |
|
Name: Catherine
M. Vaczy
|
|||
|
Title: Vice
President and General Counsel
|
|||
Date:
September 1, 2009
3