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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) February 22, 2006
PHARMION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-50447 84-1521333
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2525 28th Street, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 720-564-9100
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:
[ ] 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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 22, 2006, the Pharmion Corporation issued a press
release describing financial results of the Company for the quarter
and year ended December 31, 2005. A copy of the press release is
attached as Exhibit 99.1 and is being incorporated herein by
reference.
The information incorporated by reference in Item 2.02 of this
Form 8-K and Exhibit 99.1 attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in
such filing.
ITEM 5.02(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 22, 2006, the Company announced that Judith A.
Hemberger, Ph.D., chief operating officer, executive vice president
and director, will retire April 1, 2006 from the Company and its
board of directors.
The Company further announced that effective February 22,
2006, each of the following executive officers of the Company have
each been promoted to the position of Executive Vice President:
Erle T. Mast, chief financial officer; Gillian C. Ivers-Read, vice
president of clinical development, regulatory affairs and medical;
and Michael Cosgrave, vice president of global commercial
operations.
This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, without limitation,
discussion relative to markets for our products and trends in
revenue, gross margins and anticipated expense levels, as well as
other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect" and "intend" and other similar
expressions. All statements regarding our expected financial
position and operating results, business strategy, financing plans,
forecast trends relating to our industry are forward-looking
statements. These forward-looking statements are subject to
business and economic risks and uncertainties, and our actual
results of operations may differ materially from those contained in
the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to,
those factors set forth under "Factors Affecting our Business
Conditions" in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005. As a result, you should not place undue
reliance on these forward-looking statements. We undertake no
obligation to revise these forward-looking statements to reflect
future events or developments.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated February 22, 2006.
This exhibit is furnished pursuant to Item 2.02 and
shall not be deemed to be "filed."
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.
PHARMION CORPORATION
Date: February 22, 2006 By: /s/ Erle T. Mast
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Name: Erle T. Mast
Title: Chief Financial Officer