UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 23, 2013 (October 17, 2013)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31361
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35-2089858
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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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801 Corporate Center Drive, Suite #210
Raleigh, NC
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27607
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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:
919-582-9050
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 to the registrant under any of the following provisions:
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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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 17, 2013, the Board of Directors (the “Board”) of
BioDelivery Sciences International, Inc. (the “Company”) appointed Mr. Ernest R. De Paolantonio, CPA MBA, as the Company’s Chief Financial Officer and Secretary.
In connection with Mr. De Paolantonio’s appointment as Chief Financial Officer and Secretary, the Company and Mr. De
Paolantonio entered into a Letter of Employment, dated October 1, 2013 and effective on October 17, 2013 upon Board approval (the “Letter of Employment”), which detailed the proposed terms of employment with the Company,
including Mr. De Paolantonio’s roles with the Company, compensation, reimbursable expenses, benefits and termination provisions. A copy of the Letter of Employment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Under the Letter of Employment, Mr. De Paolantonio will receive an initial annual base salary $300,000 and an initial incentive
stock option grant of 55,659 options, which options shall have an exercise price equal to the 30-day volume weighted average of the Company’s publicly-traded common stock prior to October 17, 2013, and which options will vest annually in
three equal installments beginning on October 17, 2014. Annual adjustments to salary, as well as bonus and additional stock option or restricted stock unit awards will be granted at the discretion of the Board based on meeting personal and
corporate objectives for the year, and the annual bonus target is 35% of annual base salary. The Letter of Employment also provides for severance equal to one (1) year’s base salary in the event that Mr. De Paolantonio’s
employment is terminated without “Cause” (as defined in the Letter of Employment) and within 6 months of a change of control of the Company.
Except for the Letter of Employment, there are no other arrangements or understandings between Mr. De Paolantonio and any other persons
pursuant to which Mr. De Paolantonio was selected as Chief Financial Officer and Secretary, and there are no related party transactions involving Mr. De Paolantonio that are reportable under Item 404(a) of Regulation S-K.
The following is certain biographical information regarding Mr. De Paolantonio:
Ernest R. De Paolantonio CPA MBA
, age 60, has been our Chief Financial Officer and Secretary since October 2013. Prior to joining our
company, Mr. De Paolantonio served from 2008 to 2013 as Chief Financial Officer of CorePharma LLC, a privately held company specializing in the development and manufacture of specialty generic pharmaceutical products. During Mr. De
Paolantonio’s tenure at CorePharma, many of the company’s products were leaders in the market and experienced significant sales growth. At CorePharma, he was responsible for the company’s finance, treasury, tax, audit, compliance and
the information technology functions, including all financial processes, budgeting, reporting and management of CorePharma’s technology and systems platforms. Prior to CorePharma, from 2002 to 2008, Mr. De Paolantonio served as Executive
Director of Finance and Controller of Columbia Laboratories, Inc. (Nasdaq:CBRX), a woman’s healthcare and drug delivery company. During his time at Columbia Laboratories, and in addition to finance matters, Mr. De Paolantonio was
responsible for business development and logistics, including the establishment of the supply chain for the company’s first commercial product launch. Overall, Mr. De Paolantonio has over 35 years of finance & accounting
experience in the pharmaceutical industry, including 17 years at Glaxo-SmithKline serving in financial roles of increasing responsibility in the areas of manufacturing, research and development, corporate staff, culminating in the role of Group
Controller of U.S. pharmaceuticals, an operation with sales of $3.5 billion. Mr. De Paolantonio has also held senior positions in the generic pharmaceutical industry, including at Watson Pharmaceuticals (now known as Actavis, Inc. (NYSE:ACT)),
as Executive Director of Finance, where he was also responsible for global procurement
of active pharmaceutical ingredients, Taro Pharmaceutical Industries Ltd. (NYSE:TARO) as Vice President and Corporate Controller, and US Surgical Supplies (now a part of Covidien plc) as Director
of Cost Accounting. Mr. De Paolantonio holds an MBA from St. Joseph’s University in Finance and a Bachelor of Arts from Lycoming College. Mr. De Paolantonio is a licensed certified public accountant.
On October 17, 2013, as a result of Mr. De Paolantonio’s appointment as Chief Financial Officer and Secretary of the Company,
Mr. James A. McNulty, CPA, the Company’s Chief Financial Officer, Treasurer and Secretary, was appointed by the Board to remain with the Company in the new role of Senior Vice President—Finance and Treasurer. Mr. McNulty
will report to Mr. De Paolantonio. With the approval of the Board, Mr. McNulty’s Employment Agreement, dated February 22, 2007, was amended on October 18, 2013 to reflect Mr. McNulty’s current role with the
Company.
On October 21, 2013, the Company issued a press release regarding Mr. De Paolantonio’s appointment. A copy of
such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Letter of Employment, dated October 1, 2013 and effective October 17, 2013, by and between the Company and Mr. De Paolantonio.
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99.1
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Press Release, dated October 21, 2013, announcing the appointment of Ernest R. De Paolantonio as the Company’s Chief Financial Officer and Secretary.
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Cautionary Note on Forward-Looking Statements
This Current Report and any related statements of representatives and partners of the Company contain, or may contain, among other things, certain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation,
statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,”
“should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of
the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the actual
performance of the Company’s executives described herein and the timing for and results of the clinical trials and proposed NDA submissions for, and FDA review of, the Company’s products in development) may differ significantly from those
set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes
no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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October 23, 2013
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
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By:
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/s/ Mark A. Sirgo
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Name:
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Mark A. Sirgo
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Title:
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President and CEO
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Exhibit 10.1
October 1, 2013
Ernest
R. De Paolantonio
4 Krista Court
Mendham, NJ 07945
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Re:
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Conditional Offer of Employment
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Dear Ernie,
BioDelivery Sciences International, Inc. (BDSI) is pleased to extend to you a conditional offer of employment as Chief Financial Officer (CFO) in accordance
with the following terms and conditions. Please note that this offer is subject to you satisfying our criteria in a pre-employment background and reference check. This letter is intended to supersede any previous letter between you and BDSI relating
to your appointment.
Position description: The CFO`will be responsible for overseeing BDSI’s global financial strategy and organization. He will
work with senior executives and the board of directors to establish financial and strategic goals for the company, and financial and investing strategies to meet specific business objectives, legal, regulatory and securities reporting requirements.
Responsibilities include long-range financial planning and policies, accounting practices and procedures and the company’s relationship with the financial and shareholder communities. Oversees all aspects of financial planning and reporting
including; the controller function, accounting, treasury, and tax on a global basis to ensure compliance with financial reporting standards, shareholder requirements and regulatory requirements. May also direct the functions of business planning,
legal, human resources, and/or information systems and be involved in certain operational matters. Responsible for all financial functions (including controller, treasury, tax, accounting, budgets) on a global basis. If requested, CFO will also act
as Treasurer and Secretary of BDSI.
If you decide to join BDSI, your proposed starting date will be no later than October 15, 2013, as agreed to by
you and BDSI’s CEO.
You will receive an initial salary of $11,538.46 payable bi-weekly, which is equivalent to an annual salary of $300,000. You
will also be provided with 100% of your starting annual base pay in incentive stock options. The strike price of these options will be based upon the 30 day vwap. The options will vest annually over 3 years in increments of 1/3, 1/3, and 1/3,
respectively beginning on your first anniversary of your start date. Annual adjustments to salary, as well as bonus and additional stock option or RSU awards are at the discretion of the Board of Directors and based on meeting personal and corporate
objectives for the year. Your annual bonus target is 35% of your salary. You will also be provided with 4 weeks paid vacation according to BDSI’s Vacation Policy in addition to 11 company-paid holidays each year.
We will also provide you and your wife with one set of round trip tickets and two night hotel accommodations if you do not have your own accommodations for a
housing search in the Raleigh area. We will also provide you with 3 months of temporary housing assistance (assuming you remain employed during such period) up to $1400.00 per month. We will also pay to have you and your family’s personal items
and housing contents moved from your current home to your temporary or permanent housing. You will need to obtain/provide three quotes for the cost of moving these contents. .We will reimburse you for the least expensive quote. If you choose a
different carrier, you will be responsible for the difference.
801 Corporate Center Drive, Suite 210, Raleigh, North Carolina 27607
Tel +1 919 582 9050 Fax +1 919 582 9051
www.biodeliverysciences.com
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Upon acceptance of this offer, you will be permitted to participate in the following benefits, in
accordance with our policies as they may change from time to time, and after meeting the applicable eligibility requirement of 30 days of continued employment:
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Health insurance (Premiums paid 100% by BDSI for all coverage levels)
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Dental Insurance (Premiums paid 100% by BDSI for all coverage levels)
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Basic Life & Accidental Death & Dismemberment Insurance
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Long and Short Term Disability Insurance
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401(k) Plan (after 60 days) with Employer match
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Employee Stock Options Plan
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Additionally, as a full-time employee, you would be entitled to five paid sick
days due to illness in accordance with BDSI’s Sick Leave Policy, which may be modified from time to time, at the discretion of the Board of Directors.
Your employment with BDSI will be at will. However, if BDSI terminates your employment other than for “Cause” (as defined below) or when your
employment terminates in the case of your death or permanent disability, BDSI will pay you a one-time cash severance payment equal to your full year’s base salary if you have been continuously employed for greater then one (1) year;
otherwise you will be entitled to a one-time cash severance payment equal 50% of your full year’s base salary. As used herein, the term “Cause” means (i) a continuing material breach or material default (including, without
limitation, any material dereliction of duty) by you of any agreement between you and BDSI or your continuing failure to follow the direction of BDSI’s Chief Executive Officer or its Board of Directors; (ii) your gross negligence, willful
misfeasance or breach of fiduciary duty; (iii) your commission of an act of fraud, embezzlement or any felony or crime of dishonesty in connection with your duties with BDSI; or (iv) your conviction of a felony or any other crime that
would materially and adversely affect: (a) BDSI’s business reputation or (ii) the performance of your duties for BDSI. In the event of a termination of your employment for Cause, BDSI will pay your salary and expenses reimbursable
incurred through the date of termination, and thereafter BDSI shall have no further responsibility for termination or other payments to you.
In addition,
if your employment with BDSI is terminated by BDSI or its successor within six (6) months following the occurrence of a “Change of Control” (as defined below) (a “Severance Triggering Event”), then: (i) you will be
entitled to a one-time cash severance payment equal to your then current annual base salary; (ii) you shall maintain any rights that you may have been specifically granted pursuant to any of BDSI’s or its successor’s retirement plans,
supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) and any other employee benefit plans sponsored by BDSI or its successor and (iii) all unvested options to acquire shares of BDSI common stock granted to you
under BDSI’s 2011 Equity Incentive Plan or any similar plan shall immediately become fully vested and shall be exercisable over a period of three (3) years from the occurrence of a Severance Triggering Event. Following BDSI or its
successor’s compliance with clauses (i), (ii) and (iii) above, BDSI or its successor shall have no further obligations to you following termination. In addition, upon any termination of your employment by BDSI, should BDSI agree in
its discretion to pay you severance, a condition to the payment of any severance amount or post-termination benefit shall be: (i) BDSI’s concurrent receipt of a general release by you of all claims against BDSI and its affiliates in the
form reasonably acceptable to you and BDSI and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.
For purposes of the foregoing, the term “Change of Control” means the occurrence of any one or more of the following events (it being agreed that,
with respect to paragraphs (i) and (iii) of this definition below, a “Change of Control” shall not be deemed to have occurred if the applicable third party acquiring party is an “affiliate” of BDSI within the meaning of
Rule 405 promulgated under the Securities Act of 1933, as amended): (i) an acquisition (whether directly from BDSI or otherwise) of any voting securities of BDSI (the “Voting Securities”) by any “Person” (as the term person
is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of forty percent (40%) or more of the combined voting power of the BDSI’s then outstanding Voting Securities; (ii) the individuals who, as of the date hereof, are members of BDSI’s Board of
Directors cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting BDSI, to constitute at least fifty-one percent (51%) of the members of the
801 Corporate Center Drive, Suite 210, Raleigh, North Carolina 27607
Tel +1 919 582 9050 Fax +1 919 582 9051
www.biodeliverysciences.com
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Board of Directors; or (iii) approval by the Board of Directors and, if required, stockholders of BDSI of , or execution by BDSI of any definitive agreement with respect to, or the
consummation of (it being understood that the mere execution of a term sheet, memorandum of understanding or other non-binding document shall not constitute a Change of Control): (A) a merger, consolidation or reorganization involving BDSI,
where either or both of the events described in clauses (i) or (ii) above would be the result; (B) a liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a
third party of an involuntary bankruptcy against, BDSI; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of BDSI to any Person (other than a transfer to a subsidiary of BDSI).
Please note that this offer is contingent upon:
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(i)
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Confirmation of employee-provided information regarding prior work history, education, personal and professional references. A formal background investigation will be undertaken; employment is contingent pending the
validation of satisfactory results by the investigating agency;
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(ii)
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Approval by the Compensation Committee of BDSI’s Board of Directors of the compensation terms of this letter and your formal appointment by BDSI’s Board of Directors as an executive officer of BDSI;
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(iii)
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Execution and delivery to BDSI of BDSI’s standard Confidentiality, Intellectual Property and Non-Competition Agreement for employees (provided in separate documentation); and
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(iv)
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Compliance with requirements of the Immigration Reform and Control Act. (Completion of I-9 form and copies of appropriate documents must be provided on your first day of employment).
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You further agree that the terms of this conditional offer of employment are confidential and that you will not effect, directly or indirectly, any
transactions involving BDSI’s publicly-traded securities while in possession of material non-public information relating to BDSI (which includes the fact that you are in discussions to join BDSI).
If the above terms are acceptable, please contact me at your earliest convenience regarding acceptance of our contingent offer of employment. I can be
contacted by phone at (919) 582-9050. To formally accept this offer, please sign in the appropriate place below and return an executed copy of this letter to me. Please retain an executed copy of this letter for your own records.
We are excited about the future of BDSI and your contribution to our success.
I look forward to hearing from you regarding this offer.
Regards,
/s/ Mark A. Sirgo
Mark A. Sirgo, Pharm. D.
President & CEO
BioDelivery Sciences International, Inc.
Acknowledged and
agreed as of the date set forth below:
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/s/ Ernest R. De Paolantonio
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Name:
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Ernest R De Paolantonio
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Dated:
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10/1/2013
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801 Corporate Center Drive, Suite 210, Raleigh, North Carolina 27607
Tel +1 919 582 9050 Fax +1 919 582 9051
www.biodeliverysciences.com
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Exhibit 99.1
BioDelivery Sciences Appoints Ernest De Paolantonio
as Chief Financial Officer
Experienced industry veteran augments BDSI’s executive management team as company moves toward
finalization of its commercial options for BUNAVAIL and explores
further business development opportunities
RALEIGH, N.C. – October 21, 2013
- BioDelivery Sciences International, Inc. (Nasdaq: BDSI) today announced the appointment of Ernest R. De
Paolantonio, CPA MBA as Chief Financial Officer and Corporate Secretary.
Mr. De Paolantonio joins BDSI with over 35 years of varied financial and
business experience in the pharmaceutical industry, and his skill set is intended to broaden BDSI’s executive level expertise as the company continues its evolution from a research and development and outlicensing business into a commercial
stage enterprise.
In addition to overall responsibility for BDSI’s finance function, the company expects to leverage Mr. De Paolantonio’s
involvement in manufacturing, supply chain and other commercialization activities, particularly as BDSI looks to finalize its commercial options for BUNAVAIL, an NDA for which is currently under review by the FDA. Similar expertise will be valuable
as BDSI’s moves toward completion of the Phase III program for BEMA Buprenorphine for chronic pain, which is partnered with Endo, and in exploring other business development opportunities.
James A. McNulty, CPA, BDSI’s current Chief Financial Officer, Treasurer and Secretary, will remain with BDSI in the new role of Senior Vice
President—Finance and Treasurer. Mr. McNulty will report to Mr. De Paolantonio.
Over the past five years, Mr. De Paolantonio
served as the Chief Financial Officer of CorePharma, a private specialty generic company, during the period of the company’s most prolific growth. While at CorePharma, Mr. De Paolantonio was directly involved in the financial and
commercial strategy to establish their proprietary labeled portfolio of products. In addition, he previously served in finance and controller positions in roles of increasing responsibility at Colombia Laboratories, where he was also responsible for
business development and logistics, including supply chain management for the company’s first commercial product launch. Additionally, he served in various financial and controller positions at Taro Pharmaceuticals, Watson Pharmaceuticals and
Danbury Pharmaceutical. Mr. De Paolantonio began his career in finance at GlaxoSmithKline, where he spent over 17 years.
Dr. Mark Sirgo, President and Chief Executive Officer of BDSI, stated, “Ernie’s expertise and
leadership is going to be extremely valuable as we anticipate the approval and commercialization of our second product, BUNAVAIL, in 2014 and subsequently BEMA Buprenorphine for chronic pain. Ernie has built and led the finance departments at
both Core and Columbia as both companies approached and subsequently executed commercialization of their products. In addition, Ernie’s expertise in business development and oversight of manufacturing and the supply chain will be
invaluable to BDSI as we continue to evolve in those areas. Finally, Ernie has both the background and experience of having played a key role in the evolution of smaller companies into high-growth pharmaceutical businesses that will be
particularly useful in his role at BDSI.”
“I also want to thank Jim McNulty for the invaluable job he has done in serving as the
company’s CFO, Secretary and Treasurer since its inception,” continued Dr. Sirgo. “We are pleased that Jim will be staying on as an officer to work with Ernie and continue to oversee BDSI’s day to day accounting, SEC
reporting and compliance, internal control and treasury functions from our Tampa office. The need to now centralize the business planning, budgeting and finance function in Raleigh is based on our preparation for anticipated
growth at BDSI following the potential approval of BUNAVAIL in 2014, the further development of and potential FDA approval of BEMA Buprenorphine for chronic pain, and our pursuit of other potential business development opportunities as we seek to
grow and create value for BDSI stockholders.”
About BioDelivery Sciences International
BioDelivery Sciences International (NASDAQ: BDSI) is a specialty pharmaceutical company that is leveraging its novel and proprietary patented drug delivery
technologies to develop and commercialize, either on its own or in partnerships with third parties, new applications of proven therapeutics. BDSI is focusing on developing products to meet unmet patient needs in the areas of pain management and
addiction.
BDSI’s pain franchise consists of three products, two of which utilize the patented BioErodible MucoAdhesive (BEMA) drug delivery
technology. ONSOLIS (fentanyl buccal soluble film) is approved in the U.S., Canada, E.U. (where it is marketed as BREAKYL) and Taiwan (where it is marketed as PAINKYL), for the management of breakthrough pain in opioid tolerant,
adult patients with cancer. The commercial rights are licensed to Meda for all territories worldwide except for Taiwan (licensed to TTY Biopharm) and South Korea (licensed to Kunwha Pharmaceutical Co.).
BDSI’s second pain product using the BEMA technology, BEMA Buprenorphine, is in Phase 3 clinical trials for the treatment of moderate to severe chronic
pain and is licensed on a worldwide basis to Endo Health Solutions. BDSI’s third pain product in development is Clonidine Topical Gel for the treatment of painful diabetic neuropathy and was recently licensed from Arcion Therapeutics.
In August 2013, BDSI filed an NDA for BUNAVAIL, a high dose formulation of buprenorphine in combination with naloxone for the maintenance treatment of
opioid dependence. Under the 505(b) (2) regulatory statute, the NDA for BUNAVAIL is subject to a ten month review.
BDSI’s headquarters is
located in Raleigh, North Carolina. For more information visit www.bdsi.com.
Cautionary Note on Forward-Looking Statements
This press release, the presentation referred to herein, and any statements of representatives and partners of BioDelivery Sciences International, Inc. (the
“Company”) related thereto contain, or may contain,
among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve
significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as
“projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
“potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the
Company’s filings with the Securities and Exchange Commission and those that relate to the Company’s ability to leverage the expertise of employees and partners to assist the Company in the execution of its strategy. Actual results
(including, without limitation, the actual performance of the Company’s executives described herein and the timing for and results of the clinical trials and proposed NDA submissions for, and FDA review of, the Company’s products in
development) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond
the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
BDSI
®
and BEMA
®
are registered
trademarks of BioDelivery Sciences International, Inc. The BioDelivery Sciences logo and BUNAVAIL™ are trademarks owned by BioDelivery Sciences International,
Inc. ONSOLIS
®
is a registered trademark of Meda Pharmaceuticals, Inc. BREAKYL™ is a trademark owned by Meda Pharma GmbH & Co. KG. PAINKYL™ is a trademark
owned by TTY Biopharm. All other trademarks and tradenames are owned by their respective owners.
© BioDelivery Sciences International,
Inc. All rights reserved
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Contacts:
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Brian Korb
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Al Medwar
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Senior Vice President
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Vice President, Marketing and Corporate Development
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The Trout Group LLC
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BioDelivery Sciences International, Inc.
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(646) 378-2923
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919-582-9050
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bkorb@troutgroup.com
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amedwar@bdsi.com
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