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Actionable news in PBYI: PUMA BIOTECHNOLOGY INC,

Preliminary proxy statements, contested solicitations

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a101)

INFORMATION REQUIRED IN CONSENT STATEMENT

SCHEDULE 14A INFORMATION

Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ¨ Filed by a Party other than the Registrant x

Check the appropriate box:

PUMA BIOTECHNOLOGY, INC.

(Name of Registrant as Specified in Its Charter)

FREDRIC N. ESHELMAN, PHARM.D.

JAMES M. DALY

SETH A. RUDNICK, M.D.

KENNETH B. LEE, JR.

(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY CONSENT STATEMENT, DATED OCTOBER 28, 2015SUBJECT TO COMPLETION

CONSENT STATEMENT

OF

FREDRIC N. ESHELMAN, PHARM.D.

WITH RESPECT TO

PUMA BIOTECHNOLOGY, INC.

This consent statement (this Consent Statement) and the enclosed WHITE consent card are being furnished by Dr. Fredric N. Eshelman, Pharm.D. (Dr. Eshelman), in connection with the solicitation of written consents (the Consent Solicitation) from the holders of shares of common stock, par value $0.0001 per share (the Common Stock), of Puma Biotechnology, Inc., a Delaware corporation (Puma or the Company).

Stockholder action by written consent is a process authorized by the General Corporation Law of the State of Delaware (the DGCL) that allows a Delaware corporations stockholders to act by submitting written consents to any proposed stockholder actions in lieu of voting in person or by proxy at a meeting of stockholders.

This Consent Statement is dated , 2015 and is first being provided to holders of Common Stock, along with the enclosed WHITE consent card, on or about , 2015.

Dr. Eshelman is soliciting written consents from holders of Common Stock to take the following actions (each, a Proposal and collectively, the Proposals) by written consent and without a meeting of the Companys stockholders.

Detailed information concerning the Proposals is set forth under the caption The Proposals.

The Proposals will be effective without further action when Dr. Eshelman delivers to the Company written consents from the holders of a majority of the outstanding shares of Common Stock in accordance with

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Section 228 of the DGCL. The Proposals will not be effective unless the delivery of written consents complies with Section 228 of the DGCL. In order for the Proposals to be adopted, the Company must receive the requisite number of unrevoked written consents signed and dated by the holders of a majority of the outstanding shares of Common Stock as of the close of business on , 2015 (the Record Date), within 60 calendar days of the date of the earliest dated written consent delivered to the Company. For additional information regarding this Consent Solicitation, see the information set forth under the caption Consent Procedures.

Dr. Eshelman recommends that stockholders promptly consent to all of the Proposals.

Dr. Eshelman is the beneficial owner of 239,000 shares of Common Stock, representing approximately 1% of the issued and outstanding shares of Common Stock as of the date of the filing. Dr. Eshelman intends to deliver written consents in favor of the adoption of each of the Proposals with respect to all such shares of Common Stock.

Dr. Eshelman and the Nominees (each, a Participant and collectively, the Participants) are participants in this Consent Solicitation. Additional information concerning the Nominees is set forth under the caption The ProposalsProposal 4: Election of the Nominees starting on page 7 and additional information concerning the Participants is set forth in the section titled Information on the Participants starting on page 4 and Annex A of this Consent Statement.

THIS CONSENT SOLICITATION IS BEING MADE BY DR. ESHELMAN AND NOT BY OR ON BEHALF OF THE COMPANY OR THE BOARD. DR. ESHELMAN IS REQUESTING STOCKHOLDERS TO ACT BY WRITTEN CONSENT WITH RESPECT TO THE PROPOSALS ON THE ENCLOSED WHITE CONSENT CARD.

IF YOU TAKE NO ACTION, IT IS EFFECTIVELY A VOTE AGAINST THE PROPOSALS. Abstentions, failures to sign, date and return WHITE consent cards, and broker-non votes, if any, will all have the same effect as withholding consent. Please sign, date and return the enclosed WHITE consent card in the postage-paid envelope provided.

DR. ESHELMAN RECOMMENDS THAT STOCKHOLDERS

PROMPTLY CONSENT TO ALL OF THE PROPOSALS.

PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE CONSENT CARD

IN THE POSTAGE-PAID ENVELOPE PROVIDED.

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IMPORTANT INFORMATION REGARDING THIS CONSENT SOLICITATION

Your prompt action is important. Dr. Eshelman urges you to sign, date and return the enclosed WHITE consent card in the postage-paid envelope provided. Your consent is important. Please send in your WHITE consent card today. You must sign and date the WHITE consent card in order for it to be valid.

If your shares of Common Stock are held in street-name, deliver the enclosed consent instruction form to your broker, dealer, bank, trust company or other nominee or contact the person responsible for your account to consent on your behalf and to ensure that a WHITE consent card is submitted on your behalf. If your broker, dealer, bank, trust company or other nominee or contact person responsible for your account provides for consent instructions to be delivered to them by Internet or telephone, instructions will be included on the enclosed consent instruction form.

If you have any questions regarding your WHITE consent card or need assistance in executing your consent, please contact Okapi Partners LLC, 1212 Avenue of the Americas, 24 th Floor, New York, NY 10036, telephone (877) 869-0171.

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QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION

The following are questions that you, as a stockholder of the Company, may have about this Consent Solicitation and the answers to those questions. The following is not meant to be a substitute for the information contained in the remainder of this Consent Statement, and the information contained below is qualified by the more detailed descriptions and explanations contained elsewhere in this Consent Statement. Dr. Eshelman urges you to read this entire Consent Statement carefully before deciding on whether to deliver your written consent.

A: The solicitation is being made by Dr. Eshelman.

For additional information on Dr. Eshelman and the other Participants, please see the section titled Information on the Participants starting on page 4, and Annex A, of this Consent Statement.

A: Dr. Eshelman is requesting stockholders to consent to the following proposals:

Proposal 1 seeks to repeal any amendment to the Bylaws made by the Board, such that the current Board will not be able to, through changes to the Bylaws, prevent or impair the stockholders ability to add the Nominees to the Board pursuant to this Consent Statement or otherwise limit the ability of the Nominees (if elected) to take actions they believe to be in the best interests of the Company and its stockholders.

Proposal 2 seeks to remove, without cause any person or persons, other than those elected by this Consent Solicitation, elected, appointed or designated by the Board (or any committee thereof) to fill any vacancy or newly created directorship on or after , 2015 and prior to the time that any of the actions proposed to be taken by this Consent Solicitation become effective.

Proposal 3 seeks to increase the size of the Board from five (5) to nine (9) directors.

Proposal 4 seeks to elect each of the Nominees to the Board.

For detailed information on the Proposals, including regarding each of the Nominees, see the section captioned The Proposals.

I recommend that stockholders promptly consent to all of the Proposals.

A: The Nominees, Fredric N. Eshelman, Pharm.D., James M. Daly, Seth A. Rudnick, M.D., and Kenneth B. Lee, Jr., are each highly qualified individuals with experience serving on the boards of directors and/or as executives of public companies. Dr. Eshelman believes that each of the Nominees is independent of the Company under the listing standards of The New York Stock Exchange (NYSE) and is not currently affiliated with the Company or any of its subsidiaries. The principal occupation and business experience of each Nominee is set forth under the caption The ProposalsProposal 4: Election of the Nominees.

A: If you are a record owner of Common Stock (that is, you hold your shares of Common Stock in your name on the books and records of the Company) as of the close of business on , 2015, the Record Date for

this Consent Solicitation, you have the right to consent to the Proposals. If your shares of Common Stock are held in street name in the name of a broker, dealer, bank, trust company or other nominee, only it can execute a consent representing your shares of Common Stock and only on receipt of your specific instructions. If you are a stockholder of record as of the Record Date, you will retain your right to deliver a written consent in favor of the Proposals even if you sell your shares of Common Stock after the Record Date.

A: Dr. Eshelman must receive consents from holders of a majority ( i.e. , more than 50%) of the outstanding shares of Common Stock as of the Record Date as to each Proposal in order for each of the Proposals to be adopted. According to the Companys Quarterly Report on Form 10-Q filed with the SEC on August 10, 2015, as of August 3, 2015, there were 32,310,605 shares of Common Stock outstanding. Dr. Eshelman is not aware of any subsequent issuances of Common Stock by the Company. Dr. Eshelman therefore believes that the affirmative vote of at least 16,155,303 shares is necessary to adopt each of the Proposals. Abstentions, failures to vote and broker non-votes will have the same effect as a No vote.

A: Dr. Eshelman urges you to submit your written consent as soon as possible. In order for the Proposals to be adopted, the Company must receive unrevoked written consents signed and dated by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, within 60 calendar days of the date of the earliest dated written consent delivered to the Company. Effectively, this means that you have until , 2015 to consent to the Proposals.

A: If you hold your shares of Common Stock in record name, sign, date and return the enclosed WHITE consent card in the postage-paid envelope provided. In order for your consent to be valid, your WHITE consent card must be signed and dated.

If your shares of Common Stock are held in the name of a broker, dealer, bank, trust company or other nominee, only it can execute a WHITE consent card with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly contact the person responsible for your account and give instructions to promptly mark, sign, date and return the enclosed WHITE consent card in favor of all of the Proposals. Dr. Eshelman urges you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Dr. Eshelman, care of Okapi Partners LLC, 1212 Avenue of the Americas, 24 th Floor, New York, NY 10036, so that Dr. Eshelman will be aware of all instructions given and can attempt to ensure that those instructions are followed.

Additional information about submitting a WHITE consent card is set forth under the caption Consent Procedures.

A: If you are a record holder of Common Stock and do not sign, date and return a WHITE consent card, you will effectively be voting against the Proposals. If you hold your shares of Common Stock in street name and do not contact your broker, dealer, commercial bank, trust company or other nominee to ensure that a WHITE consent card is submitted on your behalf, you will effectively be voting against the Proposals.

Dr. Eshelman urges you to act promptly to ensure that your consent will count. Dr. Eshelman recommends that stockholders promptly consent to all of the Proposals.

A: You may revoke a signed and dated WHITE consent card at any time before the authorized action becomes effective by signing, dating and delivering a written revocation. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a signed and subsequently dated WHITE consent card will constitute a revocation of any earlier written consent. The revocation may be delivered to Dr. Eshelman, in care of Okapi Partners LLC, 1212 Avenue of the Americas, 24 th Floor, New York, NY 10036, or such address as the Company may provide. Although a revocation is effective if delivered to the Company, Dr. Eshelman requests that you mail or deliver either the originals or copies of all revocations of consents to Okapi at the address above. This will allow Dr. Eshelman to be aware of all revocations and more accurately determine if and when consents to effect the Proposals have been received from the requisite holders of record as of the Record Date.

A: Please call Okapi Partners LLC, 1212 Avenue of the Americas, 24 th Floor, New York, NY 10036, telephone (877) 869-0171.

IMPORTANT

Regardless of how many or few shares of Common Stock you own, your consent is very important. Please sign, date and return the enclosed WHITE consent card. DR. ESHELMAN RECOMMENDS THAT YOU PROMPTLY CONSENT TO ALL OF THE PROPOSALS.

Please return each WHITE consent card that you receive since each account must be consented separately.

INFORMATION ON THE PARTICIPANTS

This Consent Solicitation is being made by Dr. Eshelman. Dr. Eshelmans principal business address is c/o Eshelman Ventures, LLC, 319 N. 3rd Street, Suite 301, Wilmington, NC 28401.

As of the date of this filing, Dr. Eshelman beneficially owns 239,000 shares of Common Stock, or approximately 1% of the outstanding shares of Common Stock. Other than Dr. Eshelman, no Nominee owns any securities of the Company.

Information on each Nominee is disclosed in the section titled The Proposals Proposal 4 Election of the Nominees starting on page 7 of this Consent Statement and additional information on the Participants is set forth in Annex A.

BACKGROUND AND REASONS FOR THE CONSENT SOLICITATION

Between May 18, 2015 and October 28, 2015, Dr. Eshelman purchased a total of 150,000 shares and options to purchase 89,000 shares of the Companys Common Stock. As a result of these transactions, Dr. Eshelman beneficially owns approximately 1% of the outstanding shares of the Companys Common Stock. For the past 35 years, Dr. Eshelman has worked in various public company and pharmaceutical industry roles, including as founder and Chairman of two public companies, Pharmaceutical Product Development, Inc. and Furiex Pharmaceuticals, Inc., and as founder of an investment company specializing in healthcare companies, Eshelman Ventures, LLC. Since making his initial investment, Dr. Eshelman has become increasingly concerned with the Companys stock price performance and the Boards oversight of management.

Under the Boards oversight, the Companys Common Stock has severely underperformed. For example, Pumas stock price:

With growing concern, on July 16, 2015, Dr. Eshelman requested inspection of certain of the Companys books and records, including board minutes, pursuant to Section 220 of the DGCL to enable Dr. Eshelman to analyze and value his ownership stake in the Company and to ascertain whether the Board members have breached their fiduciary duties in connection with the consideration of business combinations, asset sales, mergers or other strategic transactions. The Company has consistently refused to provide these materials.

Dr. Eshelman believes that the addition of Nominees to the Board will strengthen the board and improve oversight of management.

THE PROPOSALS

Dr. Eshelman is soliciting consents from Puma stockholders in favor of all of the following Proposals:

Proposal 1Repeal Amendments to the Bylaws

Proposal 1 is a proposal to repeal any provision of the Bylaws in effect at the time Proposal 1 becomes effective that was not included in the Bylaws as filed by the Company with the SEC on September 14, 2007.

The following is the text of Proposal 1:

RESOLVED, that any changes to the bylaws of Puma Biotechnology, Inc. as filed with the Securities and Exchange Commission on September 14, 2007 be and are hereby repealed.

Dr. Eshelman believes that any change to the Bylaws adopted after September 14, 2007 could serve to prevent or impair the ability of the Companys stockholders to elect the Nominees pursuant to this Consent Statement or otherwise limit the ability of the Nominees (if elected) to pursue the best interests of the Company and its stockholders. If the current Board does not effect any change to the Bylaws, Proposal 1 will have no effect. However, if the current Board effects any change to the Bylaws, which the current Board may be empowered to do without stockholder approval, Proposal 1, if adopted, will restore the Bylaws to their form as of September 14, 2007, without considering the nature of any changes the current Board may have...


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