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): November
21, 2008
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Transdel
Pharmaceuticals, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-52998
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45-0567010
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4225
Executive Square, Suite 485
La
Jolla, CA
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92037
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858)
457-5300
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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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.
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Effective
November 21, 2008, the Board of Directors of Transdel Pharmaceuticals, Inc.
appointed Lynn Swann as a director on the Board of Directions.
Mr.
Swann
has served as the president
of Swann, Inc., a consulting firm specializing in marketing and communications,
since 1976, and as the managing director of Diamond Edge Capital Partners,
LLC,
a New York-based finance company, since 2008.
Mr.
Swann
currently serves on the Board of Directors of H.J. Heinz Company, Hershey
Entertainment and Resorts Company and Harrah’s Entertainment, Inc. He was also
chairman of the President’s Council on Physical Fitness and Sports from 2002 to
2005. A former all-pro wide receiver for the Pittsburgh Steelers and 2001 Hall
of Famer, he spent twenty-nine years with ABC Sports as a sports analyst and
broadcaster before retiring in 2006.
Active
in
community affairs, Mr. Swann is national spokesman and former board president
of
Big Brothers and Sisters of America and former director of the Pittsburgh Ballet
Theatre. Mr. Swann holds a B.A. degree in public relations from the University
of Southern California.
In
connection with his appointment to the Board of Directors, Mr. Swann received
a
stock option to purchase 80,000 shares of the Company's common stock at an
exercise price of $0.70 per share, which was the closing bid price of the
Company's common stock on the date of grant. The options vest in equal
quarterly installments over a five-year period measured from the grant
date. Mr. Swann also received a stock option to purchase 25,000
shares of the Company's common stock at an exercise price
of $0.70 per share . This option vests in equal
quarterly installments over a one-year period measured from the grant
date. The Company also issued Mr. Swann 25,000 shares of restricted stock
at a price of $0.70 per share. The Company has a right to repurchase
the restricted stock from Mr. Swann, which right terminates in four equal
installments over a one-year period measured from the grant
date.
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Item
8.01
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Other
Events.
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On
November 24, 2008, we issued a press release announcing Mr. Swann’s appointment
to our board of directors. The full text of the press release is attached hereto
as Exhibit
99.1.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release, dated November 24, 2008.
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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 thereunto
duly authorized.
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Transdel
Pharmaceuticals, Inc.
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Date:
November 25, 2008
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By:
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/s/
John T. Lomoro
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John
T. Lomoro
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Chief
Financial Officer
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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, dated November 24, 2008.
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Transdel
Pharmaceuticals Appoints Mr. Lynn Swann, Pro-Football Hall of Famer, ABC
Sports
Broadcaster, and Former Chairman of the President’s Council on Physical Fitness
and Sports, to Board of Directors
Sports,
Business, Media, and Community Leader To Contribute To Specialty Pharma’s
Corporate Governance
LA
JOLLA,
CA - November 24, 2008 -- Transdel Pharmaceuticals, Inc. (OTC BB:TDLP), a
specialty pharmaceutical company focused on the development and
commercialization of non-invasive topically targeted medications, today
announced that Mr. Lynn Swann has been appointed to the Company’s Board of
Directors.
Mr.
Swann
is
president of Swann, Inc., a consulting firm specializing in marketing and
communications and managing director of Diamond Edge Capital Partners, LLC,
a
New York-based finance company.
Mr.
Swann
currently serves on the Board of Directors of H.J. Heinz Company, Hershey
Entertainment and Resorts Company and Harrah’s Entertainment, Inc. He was also
chairman of the President’s Council on Physical Fitness and Sports from
2002-2005. A former all-pro wide receiver for the Pittsburgh Steelers and
2001
Hall of Famer, he spent twenty-nine years with ABC Sports as a sports analyst
and broadcaster before retiring in 2006.
Active
in
community affairs, Mr. Swann is national spokesman and former board president
of
Big Brothers and Sisters of America and former director of the Pittsburgh
Ballet
Theatre. Mr. Swann holds a B.A. degree in public relations from the University
of Southern California.
Dr.
Juliet Singh, President and CEO of Transdel Pharmaceuticals, Inc., commented,
“Over the course of his life in the public eye, Mr. Swann has proven himself
to
be a great leader both on and off the field. Transdel is extremely fortunate
to
strengthen its Board of Directors by adding an individual as experienced
and
accomplished as Mr. Swann. He is a tremendous addition to the Company’s Board
especially given his extensive and diverse business background and business
affiliations. We are delighted to welcome him to the team and look forward
to
his contributions in growing Transdel and expanding the Company’s business
opportunities.”
Mr. Swann
added: “I am pleased and honored to be joining the Board of Directors of
Transdel Pharmaceuticals and look forward to contributing to the company’s
future success. Transdel’s transdermal delivery platform technology is truly
impressive. Given the growth of sports medicine, I am particularly excited
about
the company’s lead drug, KetotransdelTM,
its
topical NSAID cream formulation for pain management and the unmet medical
need
that it will potentially fulfill.”
About
Transdel Pharmaceuticals, Inc.
Transdel
Pharmaceuticals, Inc. (OTCBB: TDLP - News) is a specialty pharmaceutical
company
developing non-invasive, topically delivered medications. The Company's
innovative patented proprietary Transdel™ cream formulation technology is
designed to facilitate the effective penetration of drugs through the tough
skin
barrier to reach the target underlying tissues. In the case of Ketotransdel™,
the Transdel™ cream allows the active ingredient ketoprofen to reach the target
soft tissue and exert its well-known anti-inflammatory and analgesic effects.
The Company is also investigating other drug candidates and treatments for
transdermal delivery using the patented Transdel™ platform technology for
products in pain management and other therapeutic areas. For more information,
please visit http://www.transdelpharma.com.
Safe
Harbor Statement
The
statements which are not historical facts contained in this press release
are
forward-looking statements that involve certain risks and uncertainties
including but not limited to risks associated with the uncertainty of future
financial results, additional financing requirements, development of new
products, government approval processes, the impact of competitive products
or
pricing, technological changes, the effect of economic conditions and other
uncertainties detailed in the Company's filings with the Securities and Exchange
Commission.
Contact:
Contact:
John
Lomoro, CFO
Transdel
Pharmaceuticals, Inc.
858-457-5300
E-mail:
johnl@transdelpharma.com
Or
The
Investor Relations Group
Investor
Relations:
Rachel
Colgate / Michael Crawford
212-825-3210
or
Media
Relations
Laura
Colontrelle / Janet Vasquez
212-825-3210