================================================================================
Securities and Exchange Commission
Washington, DC 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) April 11, 2005
--------------
ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 227-7168
--------------
--------------------------------------------------------------------------------
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Board of Directors of the Registrant elected Gordon Schooley, Ph.D. to
fill a vacancy as a member of the Board of Directors and to serve on the Medical
Advisory Board of the Registrant on April 11, 2005. In connection with his Board
appointment, the Registrant will grant Dr. Schooley options to purchase 50,000
shares of the Registrant's common stock . The options shall vest over four
years, with the first twenty-five percent vesting on the date of grant.
Dr. Schooley has served as Chief Scientific Officer of SkyePharma PLC
("SkyePharma") since 1999. From 1989 to 1998, Dr. Schooley served as Vice
President of Clinical and Regulatory Affairs for Alliance Pharmaceutical Corp.
From 1987 to 1989, Dr. Schooley served as Vice President of Clinical and
Regulatory Affairs for Newport Pharmaceuticals International, Inc. From 1979 to
1987, Dr. Schooley served as Director of Clinical Research, Biostatistics and
Computing Services for Allergan Pharmaceuticals. Dr. Schooley currently serves
as a member of the Scientific Advisory Boards of Topigen Pharmaceuticals, Inc.,
Progen Ltd, and Seacology Foundation. Dr. Schooley earned his Bachelor of
Science and Masters of Science degrees at the Brigham Young University and
earned his Ph.D. at University of Michigan.
Dr. Schooley is an officer and an employee of SkyePharma. SkyePharma is a
significant stockholder of the Registrant and is a party to several agreements
with the Registrant.
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 hereunto duly authorized.
ASTRALIS LTD.
Date: April 28, 2005 By: /s/ James Sharpe
------------------------- ------------------------------------
James Sharpe
Chief Executive Officer